Common use of Financial Statements, Certificates and Information Clause in Contracts

Financial Statements, Certificates and Information. (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated balance sheet of the Borrower at the end of such year, and the related audited Consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the Borrower, copies of the unaudited Consolidated balance sheet of the Borrower as at the end of such quarter, and the related unaudited Consolidated statements of income and cash flows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Guarantor and the Borrower will deliver to each of the Lenders: (a) as soon as practicable, but in any event not later than ninety ninety-three (9093) days after the end of each fiscal year of the Guarantor and the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of the Borrower Guarantor and its Subsidiaries as at the end of such year, and the related audited Consolidated statements consolidated statement of income, changes in capital income and consolidated statement of cash flows flow for such year, each setting forth in comparative form the figures for the previous fiscal year year, and all such consolidated statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s report prepared certified without qualification as by Arthur Andersen LL▇ ▇▇ ▇y ▇▇▇▇▇ ▇▇dependent certified public accountants reasonably satisfactory to the scope of the audit by Administrative Agent, together with a "Big Four" accounting firm or another nationally recognized firm acceptable written statement from such accountants to the Agent (effect that they have read a copy of this Credit Agreement, and that, in making the foregoing with respect examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Borrower may be satisfied by delivery Lenders for failure to obtain knowledge of the Form 10-K any Default or Event of the Borrower filed with the SECDefault; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries; (b) as soon as practicable, but in any event not later than forty-five eight (4548) days after the end of each of the first three fiscal quarter (including quarters of the fourth quarter) Guarantor and the Borrower in any fiscal year of the Guarantor and the Borrower, copies of the unaudited Consolidated consolidated balance sheet of the Borrower Guarantor and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated statements consolidated statement of income and consolidated statement of cash flows flow for the portion of the Borrower’s Guarantor's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)generally accepted accounting principles, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower Guarantor and its Subsidiaries on the date thereof (subject to year-end adjustments); , which statements shall set forth in comparative form the figures from the projections for such quarter most recently delivered to the Lenders; (c) simultaneously with as soon as practicable, but in any event within thirty (30) days after the delivery end of each fiscal month, in each fiscal year of the Borrower, unaudited monthly consolidated financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or Guarantor and its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income Subsidiaries for such fiscal quarter month, as well as a report of sales at each Store for such fiscal month, compared to sales at such Store for the Unencumbered Properties as a group, and otherwise same fiscal month of the previous fiscal year prepared in form and substance reasonably satisfactory to the Agentaccordance with generally accepted accounting principles, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance that the information contained in such statement financial statements fairly presents the Unencumbered Property Net Operating Income financial condition of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower Guarantor and its Subsidiaries which are not reflected in such financial statements or referred to in on the notes thereto date thereof (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a workyear-product privilege so that end adjustments), which statements shall set forth in comparative form the Agent and the Lenders receive the same level of disclosure figures from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reportsprojections, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed for such fiscal month most recently delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower Lenders; (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated balance sheet sheets of the Borrower and of the Company at the end of such year, and the related audited Consolidated statements of income, changes in capital operations and statements of cash flows and Funds From Operations and taxable income for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPGenerally Accepted Accounting Principles on a consolidated basis including the Borrower and the Related Companies, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a "Big Four" accounting firm Ernst & Young LLP or by another nationally recognized firm independent certified public accountant reasonably acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SECAgent; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of for so long as the Borrower and its Subsidiariesthe Company are filing form 10-K with the SEC, the delivery of a copy thereof pursuant to paragraph (e) of this Section 7.4 shall be deemed to satisfy this paragraph (a); (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarter (including the fourth quarter) quarters of the Borrower, copies of the unaudited Consolidated balance sheet sheets of the Borrower and of the Company as at the end of such quarter, and the related unaudited Consolidated statements of operations and statements of Funds From Operations and estimated taxable income and cash flows for the portion of the Borrower’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)Generally Accepted Accounting Principles, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance Company that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries of the Company on the date thereof (subject to year-end adjustments); provided, however, that for so long as the Borrower and the Company are filing form 10-Q with the SEC, the delivery of a copy thereof pursuant to paragraph (e) of this Section 7.4 shall be deemed to satisfy this paragraph (b); (c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters and not later than ninety (90) days after the end of the last fiscal quarter of each fiscal year of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for the Unencumbered Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (c) , and certified by a Responsible Officer of the Company and, at the time of the annual financial statements referred to in subsection (a) above, and, if requested by the Agent, at the time of quarterly financial statements referred to in subsection (b) above, a statement setting forth the Net Operating Income for such fiscal quarter for each Unencumbered Property listed by address; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F C hereto (or in such other form as signed by a Responsible Officer of the Agent may approve from time to time) Company and setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, herein and (if applicable) setting forth reconciliations to reflect material changes in GAAP Generally Accepted Accounting Principles since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC; (f) promptly following the filing or mailing thereof, copies of all other material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders of the Borrower; (f) Company or to the limited partners of the Borrower and copies of all corporate press releases promptly after a Rating Agency shall have announced a change in upon the rating established or deemed to have been established for the Index Debt, written notice of such rating changeissuance thereof; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (request including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness financial statements of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgmentUnconsolidated Entities.

Financial Statements, Certificates and Information. Forestar Group and Borrower will deliver to Agent: (a) as soon as practicable, but in any event not later than ninety one hundred (90100) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024Forestar Group, the audited Consolidated balance sheet of the Borrower at Forestar Group and its Subsidiaries as of the end of such year, and the related audited Consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "Big Four" nationally recognized accounting firm or another nationally recognized firm reasonably acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request require to complete a financial analysis of the Borrower Forestar Group and its Subsidiaries; provided that so long as Forestar Group is required to file its audited financial statements with the Securities and Exchange Commission, the delivery of such filed financial statements shall satisfy the foregoing requirements of this clause (a); (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of Forestar Group and its Subsidiaries (including excluding the fourth quarter) of the Borrowerfiscal quarter in each year), copies of the unaudited Consolidated balance sheet of the Borrower Forestar Group and its Subsidiaries as at of the end of such quarter, and the related unaudited Consolidated statements of income income, changes in capital and cash flows for the portion of the BorrowerForestar Group’s fiscal year then elapsed, all in reasonable detail and prepared on a Consolidated basis in accordance with GAAP (other than the inclusion of footnotes); provided that so long as Forestar Group is required to file its quarterly financial statements with the Securities and Exchange Commission, the delivery of such filed financial statements shall satisfy the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SECrequirements; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer Principal Financial Officer of the Borrower or its Vice President – Finance Forestar Group that the information contained in such financial statements fairly presents presents, in all material respects, the financial position of the Borrower Forestar Group and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) aboveof this §7.4, a statement (a “Compliance Certificate”) certified by the chief financial officer Principal Financial Officer of the Borrower or its Vice President – Finance Forestar Group in the form of Exhibit F B hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 §8.3(i), §8.7 and §9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertytherein, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date; (d) concurrently with the delivery of the financial statements described in subsections (a) and (b) of this §7.4, a certificate signed by the Principal Financial Officer of Forestar Group to the effect that, having read this Agreement, and based upon an examination which such officer deems sufficient to enable such officer to make an informed statement, such officer is not aware of any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the facts with respect thereto; (e) within twenty (20) days after the end of each calendar month, a certificate in the form of Exhibit E attached hereto (a “Borrowing Base Certificate”), certified by a Principal Financial Officer of Forestar Group, pursuant to which Forestar Group shall calculate the amount of the Borrowing Base as of the end of the immediately preceding calendar month. All income, expense and value associated with Real Estate Mortgaged Property or Negative Pledge Property or other Investments assets disposed of or added during any quarter such calendar month will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (df) contemporaneously simultaneously with the delivery of the financial statements Compliance Certificate referred to in clause subsection (ac) aboveof this §7.4, a statement, certified as true and correct by the statement Principal Financial Officer of Forestar Group, of all contingent liabilities involving amounts Indebtedness of $1,000,000.00 or more of the Borrower Forestar Group and its Subsidiaries which are not reflected in as the end of such financial statements or referred to in the notes thereto (fiscal quarter, including, without limitationwith respect to each such Indebtedness, all guaranties, endorsements the original principal amount thereof and other contingent obligations in respect outstanding principal amount as of the indebtedness end of otherssuch fiscal quarter, the amount remaining undisbursed, if any, the maturity date and any extension options, the required monthly payments of principal and interest, the identity of the lender, the interest rate, the collateral for such Indebtedness, whether such Indebtedness is recourse or Non-recourse Indebtedness, and obligations whether any default or event of default exists with respect to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating changeIndebtedness; (g) promptly upon the filing hereofif requested by Agent, copies of all registration statements (other than the exhibits annual federal income tax returns and amendments thereto of Forestar Group and any registration statements on Form S-8 or its equivalent)Subsidiaries; (h) upon reasonable request by not later than March 1 of each year during the Agentterm of the Loan, evidence the Budget for Forestar Group and its Subsidiaries for such calendar year. Such Budget shall be in form reasonably satisfactory to Agent and shall be submitted to Agent together with a narrative description of the timely payment of all real estate taxes for assumptions upon which the Unencumbered PropertiesBudget is based and such other information as Agent may request; (i) not later than February 28 March 1 of each year, year during the Consolidated cash flow projections term of the Borrower Loan, projected statements of profit and loss and cash flows for that Forestar Group and its Subsidiaries, prepared on a quarterly basis, for the current calendar year and next succeeding calendar year. Such projections shall be in form reasonably satisfactory to Agent and shall be submitted to Agent together with a narrative description of the next two yearsassumptions upon which such projections are based and such other information as Agent may request; (j) simultaneously with the delivery of the Compliance Certificate referred to in subsection (c) of this §7.4, an updated Schedule 6.20(g) reflecting the addition or the expiration or termination of any material agreements described in §6.20(g) or a certification from Borrower that there have been no changes in that Schedule; and (k) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letterspertaining to Forestar Group, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) , the Joint Ventures and the Mortgaged Properties and Negative Pledge Properties, as the Agent or any Lender may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect request from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders: -39- (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a "Big Four" nationally recognized accounting firm or another nationally recognized firm acceptable to the reasonably approved by Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent Lenders may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries, together with a written statement from such accountants to the effect that they have read this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the first three fiscal quarters of Borrower, copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income and cash flows for the portion of the Borrower’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance in the form of Exhibit F K hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period;. (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) [Intentionally omitted]; (f) simultaneously with the delivery of the financial statement referred to in subsections (a) and (b) above, a supplemental investor package containing financial and statistical information related to the applicable quarter in the form delivered to the Agent prior to the Closing Date, together with a statement of sources and uses of funds with respect to properties under development; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (fh) promptly after a Rating Agency shall have announced a change in they are filed with the rating established or deemed to have been established for Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Index Debt, written notice of such rating changeBorrower and each Guarantor; (gi) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent)) and annual, quarterly or monthly reports which the Borrower shall file with the SEC; (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (ij) not later than February 28 five (5) Business Days after the Borrower receives notice of the same from any of the Rating Agencies or otherwise learns of the same, notice of the issuance of any change in the Rating by any of the Rating Agencies in respect of the Borrower or any debt of the Borrower (including any change in the Rating), together with the details thereof, and of any announcement by any of the Rating Agencies that any such Rating is "under review" or that any such Rating has been placed on a watch list or that any similar action has been taken by any of the Rating Agencies; (k) intentionally omitted; (l) not later than November 15 of each year, the Consolidated cash flow projections of for the Borrower and its Subsidiaries for that year and the next two three (3) years;; and (jm) from time to time such other financial data and information in the possession of the Borrower Borrower, each Guarantor or its their respective Subsidiaries (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiariesany Guarantor) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Closing Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrowers will deliver to the Agent with sufficient copies for each of the Banks (and the Agent will deliver to the Banks upon its receipt thereof): (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with Combined WPH Entity and the fiscal year ending December 31, 2024Borrowers, the audited Consolidated consolidated balance sheet of the Borrower Combined WPH Entity and its Subsidiaries and the Borrowers, on an aggregated basis, at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a "Big Four" an accounting firm or another nationally recognized firm reasonably acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request require to complete a financial analysis of the Borrower Combined WPH Entity and its SubsidiariesSubsidiaries and the Borrowers, together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default. For the purpose of this Section 7.4, the Consolidated financial statements of the Combined WPH Entity shall be prepared in a manner consistent with the definitions of the terms "Consolidated Total Assets" and "Consolidated Total Liabilities"; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal quarter of the Combined WPH Entity and the Borrowers (including the fourth quarter) of the Borrowerfiscal quarter in each year), copies of the unaudited Consolidated balance sheet of the Borrower Combined WPH Entity and its Subsidiaries and the Borrowers prepared on a consolidating basis as at the end of such quarter, and the related unaudited Consolidated statements of income income, changes in capital and cash flows for the portion of the Borrower’s fiscal year then elapsedelapsed prepared on a consolidating basis, all in reasonable detail and prepared in accordance with GAAP (generally accepted accounting principles, and showing any variations for such quarter by Project from the foregoing with respect initial Project Budget, which information shall be provided in the form of the balance sheet and statements previously provided to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)Agent, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance Combined WPH Entity that the information contained in such financial statements fairly presents the financial position of the Borrower Combined WPH Entity and its Subsidiaries and the Borrowers on the date thereof (subject to year-end adjustments); (c) contemporaneously with the delivery of the financial statements referred to in clause (a) above, a statement of all contingent liabilities of the Combined WPH Entity and its Subsidiaries and the Borrowers which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guarantees, endorsements and other contingent obligations in respect of indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief financial principal finance or accounting officer of LAMCO on behalf of each of the Borrower or its Vice President – Finance Borrowers and the Guarantors in the form of Exhibit F EXHIBIT E hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertytherein, and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (de) contemporaneously simultaneously with the delivery of the Borrowing Base Report referred to in subsection (g) below, unaudited financial statements by division, a listing of each Project and its location, its size, unit sales and unsold inventory of lots and Homes for each Project, a breakdown of the composition of such inventory, a summary of the status of existing Projects and proposed new Investments, a report of the historical cost expended on each Project, current quarter net income and such other information as Agent may reasonably request; (f) simultaneously with the delivery of the financial statements referred to in clause subsection (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more copies of the unaudited balance sheet of each Borrower as of the end of each year, and its Subsidiaries which are not reflected the related unaudited statements of income, changes of capital and cash flows for such Borrower's fiscal year, all prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of such Borrower that the information contained in such financial statements or referred to in fairly presents the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice position of such rating changeBorrower on the date thereof (subject to year-end adjustments); (g) promptly upon not later than five (5) days after the filing hereofend of each month, copies the Borrowing Base Report in the form of all registration statements (other than EXHIBIT F hereto calculating the exhibits thereto Borrowing Base and any registration statements on Form S-8 or its equivalent)showing the Borrowing Base Assets; (h) upon reasonable request by contemporaneously with the Agent, evidence reasonably satisfactory delivery of such information to Agent the partners or members of the timely payment Borrowers, copies of all real estate taxes for investment reports, investment summaries, appraisals or other information relating to the Unencumbered PropertiesProjects; (i) not later than February 28 if requested by the Agent, copies of each year, the Consolidated cash flow projections all annual federal income tax returns and amendments thereto of any of the Borrower for that year Guarantors and the next two yearsany of their respective Subsidiaries; (j) not later than forty-five (45) days after the end of each fiscal quarter of the Combined WPH Entity (including the fourth fiscal quarter in each year), a statement, certified as true and correct by the Authorized Officer of the Combined WPH Entity, of all recourse and non-recourse Indebtedness of the Combined WPH Entity and its Subsidiaries as of the end of such fiscal quarter, including, with respect to each such Indebtedness, the outstanding principal amount as of the end of such fiscal quarter, the amount remaining undisbursed, if any, the maturity date and any extension options, the required monthly payments of principal and interest, the identity of the lender, the interest rate, the collateral for such Indebtedness and whether such Indebtedness is recourse or non-recourse; (k) not later than then (10) days after approval by the Combined WPH Entity, but in any event not later than March 31st of the then current fiscal year, the Budget for the next fiscal year together with a three (3) year projection. Such Budget shall be in form reasonably satisfactory to the Agent and shall be submitted to the Agent together with a narrative description of the assumptions upon which the Budget is based and such other information as the Agent may request; (l) copies of any and all filings made with the SEC; and (m) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries Borrowers and the Guarantors (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating theretomarket comparable studies, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its SubsidiariesBorrowers and the Guarantors) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. Loan Parties will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders: (a) as soon as practicablewithin five (5) days of the filing of REIT’s Form 10-K with the SEC, if applicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024calendar year, the audited Consolidated balance sheet of the Borrower REIT and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by an Authorized Officer or the chief financial officer or accounting officer of the REIT that the information contained in such financial statements fairly presents in all material respects the financial position of the REIT and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "Big Four" accounting member firm of KPMG International Cooperative or another nationally recognized accounting firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied reasonably approved by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries; (b) as soon as practicablewithin five (5) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal calendar quarter (including the fourth quarter) of the Borrowereach year, copies of the unaudited Consolidated consolidated balance sheet of the Borrower REIT and its Subsidiaries, as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income and cash flows for the portion of the BorrowerREIT’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)GAAP, together with a certification by an Authorized Officer or the chief financial officer or accounting officer of the Borrower or its Vice President – Finance REIT that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower REIT and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by an Authorized Officer or the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance REIT in the form of Exhibit F G hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) §9 setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date, with the Compliance Certificate for the quarter ending September 30, 2019 being prepared by the REIT on a good faith estimated basis. REIT shall submit with the Compliance Certificate an Unencumbered Asset Pool Certificate in the form of Exhibit F attached hereto pursuant to which the REIT shall calculate the amount of the Unencumbered Asset Pool Availability as of the end of the immediately preceding calendar quarter. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy copies of the statement statements of the Unencumbered Property Net Operating Income for such fiscal calendar quarter for each of the Unencumbered Properties as Eligible Real Estate Assets, prepared on a group, basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by an Authorized Officer or the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance REIT that the information contained in such statement fairly presents the Unencumbered Property in all material respects Net Operating Income of the Unencumbered Properties Eligible Real Estate Assets for such periodperiods; (d) contemporaneously simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 10,000,000 or more of the Borrower Loan Parties and its their Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a Rent Roll for each of the Eligible Real Estate Assets and a summary thereof in form reasonably satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter in each year), together with a listing of each tenant that has taken occupancy of such Eligible Real Estate Asset during each calendar quarter (including the fourth calendar quarter in each year), and (ii) a copy of each material Lease or material amendment to any material Lease entered into with respect to an Eligible Real Estate Asset during such calendar quarter (including the fourth calendar quarter in each year); (f) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, to the extent not included in public filings by or on behalf of REIT, and upon request by Agent, a statement (i) listing the material Real Estate owned by the Loan Parties and their Subsidiaries (or in which the Loan Parties or their Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Loan Parties and their Subsidiaries (excluding Indebtedness of the type described in §8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Loan Parties and their Subsidiaries which are Development Properties and providing a brief summary of the status of such development; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders owners of the BorrowerParent Borrower or REIT; (fh) promptly after a Rating Agency shall have announced a change in to the rating established or deemed to have been established for extent requested by Agent, copies of all annual federal income tax returns and amendments thereto of the Index Debt, written notice of such rating changeLoan Parties; (gi) promptly upon the filing hereof, copies of all any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent)) and any annual, quarterly or monthly reports and other statements and reports which Parent Borrower or REIT shall file with the SEC; (hj) upon reasonable request to the extent requested by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered PropertiesEligible Real Estate Assets; (ik) not later than February 28 January 31 of each year, a budget and business plan for the Consolidated cash flow projections of the Borrower Loan Parties and their Subsidiaries for that year and the next two years;such calendar year; and (jl) from time to time such other financial data and information in the possession of the Borrower Loan Parties or its their respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries Loan Parties and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its SubsidiariesLoan Parties) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower and Guarantor will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than ninety one hundred (90100) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024Guarantor, the audited Consolidated balance sheet of the Borrower Guarantor and its Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in capital shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a Deloitte & Touche, or by another "Big FourFive" accounting firm or another nationally recognized firm acceptable firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Guarantor will deliver to the Agent (and each of the foregoing with respect to the Borrower may be satisfied by delivery Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the Borrower filed with Borrower's taxable net income for the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent)fiscal year, and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower Guarantor and its Subsidiaries; (b) as soon as practicable, but in any event not later than fortyfifty-five (4555) days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerfirst three (3) fiscal quarters of the Borrower and Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the Guarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income income, changes in shareholder's equity and cash flows for the portion of the Borrower’s 's and the Guarantor's, respectively, fiscal year then elapsed, and a statement showing the aging of the receivables and payables for the Mortgaged Properties, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles (the foregoing with respect which, as to the Borrower and its Subsidiaries for the first three quarters of any fiscal year Guarantor, may be satisfied provided by delivery of inclusion in the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference Guarantor for such period provided pursuant to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lendersubsection (c) below), together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance and the Guarantor, respectively, that the information contained in such financial statements fairly presents the financial position of the Borrower such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this Section 7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Guarantor; (c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Guarantor in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Guarantor will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than fifty-five (55) days after the end of the first three (3) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower and each of the Mortgaged Properties, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries and the Mortgaged Properties for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief principal financial or accounting officer of the Guarantor and of the general partner of the Borrower or its Vice President – Finance in the form of Exhibit F C hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertytherein, and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (ef) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders stockholders of the Guarantor or the partners of the Borrower; (fg) promptly as soon as practicable but in any event not later than fifty-five (55) days after a Rating Agency shall have announced a change in the rating established or deemed to have been established end of each of the first three (3) fiscal quarters of the Borrower, an updated Rent Roll aggregating information for the Index DebtMortgaged Properties and operating statements and tenant sales reports with respect to the Mortgaged Properties with respect to such fiscal quarter, written notice of such rating change; (g) promptly upon statements and reports to be in form reasonably satisfactory to the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent)Agent; (h) upon reasonable request by as soon as practicable but in any event not later than one hundred (100) days after the Agentend of the fourth fiscal quarter of the Borrower, evidence an updated Rent Roll aggregating information for the Mortgaged Properties and rolling four (4) quarter operating statements and tenant sales reports with respect to the Mortgaged Properties, such statements and reports to be in form reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered PropertiesAgent; (i) not later than February 28 simultaneously with the delivery of each yearthe financial statements referred to in subsections (a) and (b) above, the Consolidated cash flow projections following with respect to each acquisition of an interest in Real Estate having a fair market value in excess of $10,000,000.00 by the Borrower or any of its Subsidiaries (which for the purposes of this Section 7.4(h) shall include the Investments described in Section 8.3(i), provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent reasonably available to the Borrower or its Subsidiaries): (i) the closing statement relating to such acquisition, (ii) a description of the property acquired, (iii) a certificate from the chief financial or accounting officer of the Borrower stating that (A) an environmental site assessment has been prepared by an Environmental Engineer and such assessment contains no material qualifications with respect to such Real Estate and (B) a statement of condition of such Real Estate has been prepared by a construction engineer and such statement contains no material qualifications, and (iv) a historical operating statement of such Real Estate for that year such period as may be available to the Borrower and the next two yearsa current rent roll for such Real Estate; (j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Guarantor; (k) promptly upon completion, copies of such market studies relating to the Mortgaged Property and the other Eligible Real Estate as are from time to time prepared by or on behalf of the Borrower or its Subsidiaries; (l) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, each of the following with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (m) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower and its Subsidiaries (or in which the Borrower or its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; (n) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the next fiscal year; (o) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided, however, that the Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Guarantor); and (p) from time to time such other financial data and information in the possession of the Borrower Borrower, the Guarantor or its their respective Subsidiaries (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiariesthe Guarantor) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrowers will deliver to the Agent with sufficient copies for each of the Lenders: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the each Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of each Borrower and its subsidiaries and of the Borrower Borrowers collectively and their subsidiaries on a combined basis at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPGenerally Accepted Accounting Principles, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "Big Four" nationally recognized accounting firm or another nationally recognized firm reasonably acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request require to complete a financial analysis of the Borrower Borrowers, together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and its Subsidiariesthat, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Agent or the Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of the Borrowers (including the fourth quarter) of the Borrowerfiscal quarter in each year), copies of the unaudited Consolidated consolidated balance sheet of each Borrower and its Consolidated subsidiaries and of the Borrower Borrowers collectively and their Consolidated subsidiaries on a combined basis as at of the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in capital and cash flows for the portion of the Borrower’s Borrowers’ fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP Generally Accepted Accounting Principles (other than the foregoing with respect inclusion of footnotes) and in addition a calculation of Operating Cash Flow, Excess Cash Flow, Total Debt Ratio, Woodlands Operating Payments, Woodlands Operating Distributions, Net Income of Woodlands Operating, Partner Subordinated Debt Payments and the Distributions to be made to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery parties or other beneficial owners of the Form 10Borrowers for such period (or if such amounts relate to a prior period as permitted by §8.7(i)) and any other terms defined in this Agreement, and showing any variations for such quarter and the year-Q to-date of actual operations from the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)Budget, together with a certification by the chief financial officer Principal Financial Officer of the each Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower Borrowers and its Subsidiaries their respective Consolidated subsidiaries on the date thereof (subject to year-year end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the a statement of all contingent liabilities involving amounts in excess of $1,000,000.00 or more 100,000.00 of the each Borrower and its their respective Restricted Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guarantiesguarantees, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (d) [Intentionally omitted]. (e) contemporaneously not later than sixty (60) days after the end of the first three fiscal quarters of the Borrowers and not later than one hundred twenty (120) days after the end of each fiscal year of the Borrowers, a statement (a “Compliance Certificate”) certified by the Principal Financial Officer of each Borrower in the form of Exhibit E hereto setting forth in reasonable detail computations evidencing compliance with the filing or mailing thereofcovenants contained in §9 and the other covenants described therein, copies of all material of a financial nature, reports or proxy statements sent and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the shareholders of the BorrowerBalance Sheet Date; (f) promptly after simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above and the Compliance Certificate referred to in subsection (e) above, a Rating Agency shall have announced spreadsheet listing each parcel of income-producing Real Estate and its location, whether such Real Estate is owned by a change Borrower or one of their respective Restricted Subsidiaries, its size (square footage for office and retail assets; number of apartments for multifamily; number of rooms for hotel/lodging/resort assets), occupancy level as of the quarter most recently ended, current quarter net income and partnership distributions and such other information as Agent may reasonably request, a specific listing of any new Eligible Accounts Receivable proposed to be included in the rating established Borrowing Base, a listing of each Vertical Commercial Improvements project under construction or deemed development, the budgeted cost of completing such project (on a fully developed basis including land) of Commercial Company, Land Company and their respective Restricted Subsidiaries and Unrestricted Subsidiaries, the amount expended and the remaining costs to have been established be incurred, whether each such project constitutes a Speculative Development, the status of completion, the estimated completion date, the status of leasing and the summary and breakdown of the sources of capital for the Index Debt, written notice of such rating changeconstruction and development; (g) promptly upon not later than five (5) days after the filing hereofend of each calendar month, copies a statement certified by an Authorized Officer of all registration statements (other than each Borrower that each sale of Undeveloped Residential Land or Developed Residential Land for the exhibits thereto preceding calendar month was for fair market value as a result of an arm’s-length sale of such Property in the ordinary course of such Borrower’s business to a party that was not an Affiliate of any Borrower, any General Partner, any Second Tier Partner, any Third Tier Partner or any Guarantor, and that any registration statements on Form S-8 easements, subdivision plats, road dedications, restrictions or its equivalent)similar agreements consented or subordinated to by the Title Insurance Company pursuant to the Tri-Party Agreement during the preceding calendar month shall not have any material negative impact to the Collateral; (h) upon reasonable request if requested by the Agent, evidence reasonably satisfactory to Agent copies of all annual federal income tax returns and amendments thereto of the timely payment of all real estate taxes for the Unencumbered PropertiesBorrowers; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years[Intentionally omitted]; (j) not later than forty-five (45) days after the end of each fiscal quarter of the Borrowers (including the fourth fiscal quarter in each year), a statement, certified as true and correct by the Principal Financial Officer of each Borrower, of all recourse and Non-Recourse Indebtedness of each Borrower and their respective Restricted Subsidiaries as of the end of such fiscal quarter, including, with respect to each such Indebtedness, the outstanding principal amount as of the end of such fiscal quarter, the amount remaining undisbursed, if any, the maturity date and any extension options, the required monthly payments of principal and interest, the identity of the lender, the interest rate, the collateral for such Indebtedness and whether such Indebtedness is recourse or non-recourse; (k) not later than ten (10) days after approval by each Borrower’s executive committee, the Budget for the next calendar year. Such Budget shall be in form reasonably satisfactory to the Agent and shall be submitted to the Agent together with a narrative description of the assumptions upon which the Budget is based and such other information as the Agent may request; (l) at such times as Agent shall determine in its discretion (but, so long as no Event of Default has occurred and is continuing, not more frequently than once each calendar year), Borrower shall deliver to Agent such title updates, UCC searches or other evidence as Agent may reasonably require to show that the Security Documents create a first lien and security interest in the Collateral; and (m) from time to time such other financial data and information in the possession of the Borrower Borrowers, their respective Restricted Subsidiaries or its their respective Unrestricted Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating theretomarket comparable studies, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower Borrowers or its their respective Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver and cause BPI to deliver (aas applicable) to the Administrative Agent (with copies to the Administrative Agent for each Bank): as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year Fiscal Year of the Borrower, commencing with the fiscal year ending December 31, 2024BPI, the audited Consolidated consolidated balance sheet of BPI and the Borrower Consolidated Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital shareholder's equity and cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year Fiscal Year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and and, in each case, accompanied by an auditor’s 's report prepared without qualification as by the Accountants; together with a written statement from such Accountants to the scope effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under Article VI or VII or otherwise under the provisions of this Agreement relating to the financial condition of BPI or any of the audit by Consolidated Subsidiaries, or of any facts or circumstances that would cause BPI not to continue to qualify as a "Big Four" accounting firm REIT for federal income tax purposes, or, if such Accountants shall have obtained knowledge of any then existing Default, Event of Default or another nationally recognized firm acceptable to such facts or circumstances, they shall make disclosure thereinafter such statement (and, at the Agent (Administrative Agent's request, the Borrower shall deliver the foregoing with respect to for the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SECon a consolidated basis); provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerits March 31, June 30 and September 30 Fiscal Quarters, copies of the unaudited Consolidated consolidated balance sheet of BPI and the Borrower Consolidated Subsidiaries, as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in shareholders' equity and cash flows for the portion of the Borrower’s fiscal year BPI's Fiscal Year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year which may be satisfied provided by delivery of inclusion in the Form 10-Q of the Borrower BPI filed with the SEC; provided, however, that in no event shall any reference SEC for such period provided pursuant to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lenderclause (i) below), together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance and BPI that the information contained in such financial statements fairly presents the financial position of BPI and the Borrower and its Consolidated Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments none of which shall be materially adverse) (and, at the Administrative Agent's request, the Borrower shall deliver the foregoing for Borrower on a consolidated basis); ; Upon the request of the Administrative Agent and as soon as practicable, but in any event not later than ninety (c90) days after the end of each of its Fiscal Years, statements of Net Operating Income and outstanding Indebtedness as at the end of such Fiscal Year and for the Fiscal Year then ended in respect of each Real Estate Asset (including each Borrowing Base Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and a summary rent roll in respect of each Borrowing Base Property, in each case certified by the chief financial or accounting officer of the Borrower as true and correct in all material respects; Upon the request of the Administrative Agent and as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the Fiscal Quarters of the Borrower, (1) copies of the unaudited statements of Net Operating Income and outstanding Indebtedness as at the end of such quarter and for the portion of the Fiscal Year then elapsed in respect of each Real Estate Asset (including each Borrowing Base Property), each prepared in accordance with GAAP consistent with the definitions of Net Operating Income and outstanding Indebtedness used in this Agreement and certified by the chief financial or accounting officer of the Borrower to present fairly the Net Operating Income and outstanding Indebtedness in respect of each such Real Estate Asset and (ii) an occupancy analysis in respect of each Real Estate Asset (including each Borrowing Base Property) certified by the chief financial officer of the Borrower to be true and complete in all material respects; 44 simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified in the form of EXHIBIT D-1 hereto signed by the chief financial or accounting officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All incomedate of such financial statements; promptly as they become available, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of each report (including any so-called management letters) submitted to the statement Borrower, BPI or any of their respective subsidiaries by the Accountants in connection with each annual audit of the Unencumbered Property Net Operating Income for books of the Borrower, BPI or such fiscal quarter for Subsidiary by such Accountants or in connection with any interim audit thereof pertaining to any phase of the Unencumbered Properties as business of the Borrower, BPI or any such Subsidiary; contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a group, and otherwise in form and substance reasonably satisfactory financial nature sent to the Agent, together with a certification by the chief financial officer holders of any Indebtedness of the Borrower or its Vice President – Finance (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such statement fairly presents material refers to or could reasonably be expected to have a material adverse effect on the Unencumbered Property Net Operating Income business, assets, financial condition or prospects, or operations of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) aboveBorrower, BPI or, taken as a whole, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) BP Group; contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders stockholders of BPI; as soon as practicable, but in any event not later than ninety (90) days after the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice end of such rating change; (g) promptly upon the filing hereofeach Fiscal Year of BPI, copies of all registration statements (other than the exhibits thereto Form 10-K statement fled by BPI with the SEC for such Fiscal Year, and as soon as practicable, but in any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) event not later than February 28 fifty (50) days after the end of each year, the Consolidated cash flow projections Fiscal Quarter of BPI copies of the Borrower Form 10-Q statement filed by BPI with the SEC for that year and such Fiscal Quarter, PROVIDED that, in either case, if the next two years; SEC has granted an extension for the filing of such statements, BPI shall deliver such statements to the Administrative Agent within ten (j10) days after the filing thereof with the SEC; from time to time such other financial data and information about the Borrower, BPI, their respective Consolidated Subsidiaries, the Real Estate Assets and the Partially-Owned Real Estate Holding Entities as the Administrative Agent or any Bank (through the Administrative Agent) may reasonably request, including without limitation complete rent rolls, existing environmental reports, and insurance certificates with respect to the Real Estate Assets (including the Borrowing Base Properties); in the possession case of the Borrower and BPI, as soon as practicable, but in any event not later than ninety (90) days after the end of each of their respective Fiscal Years, PRO FORMA projections for the next three Fiscal Years; together with the financial statements delivered pursuant to Section 5.4(a), a certification by the chief financial or accounting officer of the Borrower of the state and federal taxable income of BPI and its Subsidiaries (including without limitation auditors’ management lettersas of the end of the applicable Fiscal Year; and in the event that the definition of "funds from operations" is revised by the Board of Governors of the National Association of Real Estate Investment Trusts, status a report, certified by the chief financial or accounting officer of litigation or investigations against the Borrower, of the "funds from operations" of the Borrower or its Subsidiaries based on the 45 definition as in effect on the date of this Agreement and any settlement discussions relating thereto, property inspection and environmental reports and information based on the definition as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect revised from time to time). Any Platform , which such report shall be provided on an "delivered to the Administrative Agent (with copies to the Administrative Agent for each Bank) with the financial statements required to be delivered pursuant to Section 5.4(b) above; and as is" and "soon as available" basispracticable, but in any event not later than ninety (90) days after the end of the Fiscal Year of the Borrower, the unaudited balance sheet of the Borrower at the end of each such year, and the Agent makes no express related unaudited statements of income, changes in partners' capital and cash flows for the year then ended, in each case setting forth in comparative form the figures for the previous Fiscal Year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the principal financial or implied warranty regarding accounting officer of the Borrower that the information contained in such Platform or financial statements fairly presents the accuracy or completeness financial position of the Borrower on the date thereof, and as soon as practicable, but in any information posted thereto or contained thereon event not later than forty-five (45) days after the end of each of the March 31, June 30 and September 30 Fiscal Quarters of the Borrower, the unaudited balance sheet of the Borrower at the end of each such quarter, and the Agent shall have no liability related unaudited statements of any nature whatsoever income, changes in partners' capital and cash flows for the quarter then ended, in each case setting forth in comparative form the figures for the previous Fiscal Quarter and all such statements to any Lenderbe in reasonable detail, Borrower prepared in accordance with GAAP, together with a certification by the principal financial or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct accounting officer of the Agent as determined by a court Borrower that the information contained in such financial statements fairly presents the financial position of competent jurisdiction in a final and nonappealable judgmentthe Borrower on the date thereof (subject to year-end adjustments none of which shall be materially adverse).

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the Agent, in form and substance satisfactory to the Agent, with sufficient copies for each of the Lenders: (a) as soon as practicablewithin ten (10) days of the filing of the REIT’s Form 10-K with the SEC, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024calendar year, the audited Consolidated consolidated and unaudited proportionate balance sheet of the Borrower REIT and its Subsidiaries at the end of such year, and the related audited Consolidated statements consolidated statement of income, changes in capital shareholder’s equity and cash flows for such year, each and the related audited consolidated and unaudited proportionate statements of income for such year, setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detaildetail and, as to the consolidated balance sheet and statements, prepared in accordance with GAAP, together with a certification by the chief financial officer, chief executive officer, treasurer or chief accounting officer of the REIT, that the information contained in such consolidated financial statements fairly presents the financial position of the REIT and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "Big Four" Deloitte & Touche LLP or another independent nationally recognized accounting firm or another nationally recognized firm acceptable reasonably approved by the Agent and who shall have authorized the REIT to deliver such financial statements and certifications thereof to the Agent (and the foregoing Lenders, that the information in the proportionate statements is correct and complete as of the dates thereof and for the periods covered thereby and such proportionate statements were prepared in accordance with respect the REIT’s policies consistently applied and in a manner consistent with the statements delivered to the Borrower may be satisfied by delivery Agent pursuant to §6.4, and, as of the Form 10-K date such financial statements are issued, that there are no liabilities, contingent or otherwise, of the Borrower filed with the SEC; provided, however, that REIT or any of its Subsidiaries involving material amounts not disclosed in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), said financial statements and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiariesrelated notes; (b) as soon as practicablewithin ten (10) days of the filing of the REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerfirst three (3) calendar quarters of each year, copies of the unaudited Consolidated consolidated and unaudited proportionate balance sheet of the Borrower as REIT and its Subsidiaries, at the end of such quarter, and the related unaudited Consolidated consolidated and unaudited proportionate statements of income income, unaudited consolidated and unaudited proportionate balance sheet and the unaudited consolidated statement of cash flows for the portion of the BorrowerREIT’s fiscal year then elapsed, all in reasonable detail and, as to the consolidated balance sheet and statements, prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)GAAP, together with a certification by the chief financial officer, chief executive officer, treasurer or chief accounting officer of the Borrower or its Vice President – Finance REIT that the information contained in such consolidated financial statements fairly presents the financial position of the Borrower REIT and its Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments and the absence of footnotes), that the information in the proportionate statements is correct and complete as of the dates thereof and for the periods covered thereby and such proportionate statements were prepared in accordance with the REIT’s policies and in a manner consistent with the statements delivered to the Agent pursuant to §6.4, and, as of the date such financial statements are issued, that there are no liabilities, contingent or otherwise, of the REIT or any of its Subsidiaries involving material amounts not disclosed in said financial statements and related notes; (c) simultaneously with not later than the last day of delivery of the financial statements referred to in subsections (a§7.4(a) and §7.4(b) are permitted, (bi) above, a statement (a “Compliance Certificate”) certified by the chief financial officer, chief executive officer, treasurer or chief accounting officer of the Borrower or its Vice President – Finance REIT in the form of Exhibit F G hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 §9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Latest Balance Sheet Date, and (ii) a statement of Funds from Operations for the relevant period. All income, expense and value associated with Real Estate or other Investments acquired or disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculationsadjusted, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously simultaneously with the delivery of the financial statements referred to in clause §§7.4(a) and 7.4(b), (ai) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more a Rent Roll for each of the Borrower Credit Support Properties as of the end of each calendar quarter (including the fourth calendar quarter in each year), and its Subsidiaries which are not reflected in (ii) an operating statement for each of the Credit Support Properties for each such financial calendar quarter and year to date (such statements or referred and reports to be in the notes thereto (including, without limitation, all guaranties, endorsements and form previously approved by the Agent or such other contingent obligations in respect of form as may be reasonably satisfactory to the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of creditAgent); (e) simultaneously with the delivery of the financial statements referred to in §§7.4(a) and 7.4(b) above, a statement (i) listing the Real Estate owned by the REIT and its Subsidiaries (or in which the REIT or any of its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, and whether such Real Estate constitutes a Land Asset or a Development Property, and (ii) listing the Indebtedness of the REIT and its Subsidiaries (excluding Indebtedness of the type described in §§8.1(a), 8.1(c), 8.1(d) and 8.1(f)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is Secured Indebtedness, Recourse Indebtedness, Non-Recourse Indebtedness of the REIT or any of its Subsidiaries or Cross-Collateralized Debt of the REIT or any of its Subsidiaries; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or reports, proxy statements and all other information sent to the shareholders owners of the Borrower; (f) promptly after a Rating Agency shall have announced a change in Borrower or the rating established or deemed to have been established for the Index Debt, written notice of such rating changeREIT; (g) promptly following the Agent’s request, after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the REIT; (h) promptly upon the filing hereofthereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent)) and annual, quarterly, monthly, special (8-K) or other reports or information that the REIT or any of its Subsidiaries shall file with the SEC; (hi) upon reasonable request notice of any audits pending or threatened in writing with respect to any tax returns filed by the Agent, REIT or any of its Subsidiaries promptly following notice of such audit; (j) evidence reasonably satisfactory to the Agent of the timely payment of all real estate taxes for the Unencumbered Credit Support Properties; (ik) not later than February 28 January 31 of each year, the Consolidated cash flow projections of the Borrower an annual budget and projection for that year each Credit Support Property and the next two yearsREIT, including covenant compliance projections for such calendar year; (jl) within five (5) Business Days of receipt, copies of any written claim made with respect to any Non-Recourse Exclusion; and (m) from time to time time, such other financial data and information in the possession of the Borrower REIT or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower REIT or any of its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning with respect to any Credit Support Property and other legal and regulatory changes affecting the Borrower REIT or any of its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions The Borrower shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that cooperate with the Agent and in connection with the Lenders receive publication of certain materials and/or information provided by or on behalf of the same level Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K(collectively, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by “Information Materials”) pursuant to this Section and the Borrower shall designate Information Materials (a) that are either available to the public or not material with the SEC. If any such information is not filed or furnished by respect to the Borrower with and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information.” Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the SECLenders provided that such material is in a format reasonably acceptable to Agent, and such information material shall be deemed to have been delivered to Agent and the Agent Lenders upon Agent’s receipt thereof. Upon the request of Agent's receipt of such information from , the Borrower shall deliver paper copies thereof to Agent and the Lenders. The Borrower and the Guarantors authorize Agent and Arrangers to disseminate any such materials, including without limitation the Information Materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agentan “Electronic System”). Any such Electronic System is provided “as is” and “as available.” The Agent shall distribute and the Arrangers do not warrant the adequacy of any Electronic System and expressly disclaim liability for errors or omissions in any notice, demand, communication, information or other material provided by or on behalf of Borrower that is distributed over or by any such non-SEC filed Electronic System (“Communications”). No warranty of any kind, express, implied or furnished information to the other Lendersstatutory, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Onlineany warranty of merchantability, IntraLinks fitness for a particular purpose, non-infringement of third-party rights or such freedom from viruses or other electronic platforms as the code defects, is made by Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy Arrangers in connection with the Communications or completeness the Electronic System. In no event shall the Agent, the Arrangers or any of their directors, officers, employees, agents or attorneys have any liability to the Borrower or the Guarantors, any Lender or any other Person for damages of any information posted thereto kind, including, without limitation, direct or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lenderindirect, Borrower special, incidental or other Person consequential damages, losses or expenses (whether sounding in tort, contract or otherwise) arising out of the Borrower’s, any Guarantors’, the Agent’s or any Arrangers’ transmission of Communications through the Electronic System, and the Borrower and the Guarantors release Agent, the Arrangers and the Lenders from any liability in connection therewith. Certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with respect to such Platform Persons’ securities. The Borrower hereby agrees that it will identify that portion of the Information Materials that may be distributed to the Public Lenders and that (i) all such Information Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Information Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Lenders and the Arrangers to treat such Information Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries, its Affiliates or any such information their respective securities for purposes of United States Federal and state securities laws (including any information referred to in Section 8.2 below)provided, except however, that to the extent such liability results from the gross negligence Information Materials constitute confidential information, they shall be treated as provided in §18.7); (iii) all Information Materials marked “PUBLIC” are permitted to be made available through a portion of any electronic dissemination system designated “Public Investor” or willful misconduct of a similar designation; and (iv) the Agent and the Arrangers shall be entitled to treat any Information Materials that are not marked “PUBLIC” as determined by being suitable only for posting on a court portion of competent jurisdiction in any electronic dissemination system not designated “Public Investor” or a final and nonappealable judgmentsimilar designation.

Financial Statements, Certificates and Information. The Borrower will deliver and cause BPI to (and BPI will) deliver (as applicable) to the Agent: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024BPI, the audited Consolidated consolidated balance sheet of the Borrower BPI and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital shareholder’s equity and cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPGAAP which may be provided by inclusion in the Form 10-K of BPI filed with the SEC for such period provided pursuant to clause (g) below), and and, in each case, accompanied by an auditor’s report prepared without qualification as to by the scope of the audit by Accountants other than a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing qualification solely with respect to the Borrower may be satisfied by delivery internal controls over financial reporting as required under Section 404 of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its SubsidiariesSarbanes Oxley Act; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter (including the fourth quarter) of the Borrowerquarters, copies of the unaudited Consolidated consolidated balance sheet of the Borrower BPI and its Subsidiaries, as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in shareholders’ equity and cash flows for the portion of the BorrowerBPI’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year which may be satisfied provided by delivery of inclusion in the Form 10-Q of the Borrower BPI filed with the SEC; provided, however, that in no event shall any reference SEC for such period provided pursuant to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lenderclause (g) below), together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance and BPI that the information contained in such financial statements fairly presents the financial position of the Borrower BPI and its Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments none of which shall be materially adverse); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance Certificate in the form of Exhibit F C-2 hereto (signed by an Authorized Officer, which Compliance Certificate and each other Compliance Certificate required pursuant to the terms of this Agreement shall be delivered by electronic communication, including fax or in such other form as email, unless the Agent may approve from time or a Bank requests executed originals, and each such Compliance Certificate so delivered shall be deemed to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertybe an original authentic counterpart thereof for all purposes, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense date of such financial statements and value associated with Real Estate or other Investments disposed (ii) a quarterly worksheet in the form of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such periodExhibit C-2A; (d) contemporaneously promptly as they become available, a copy of each report (including any so-called management letters) submitted to the Borrower or BPI by the Accountants in connection with the delivery each annual audit of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more books of the Borrower and its Subsidiaries which are not reflected or BPI by such Accountants or in such financial statements or referred connection with any interim audit thereof pertaining to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect any phase of the indebtedness business of others, and obligations to reimburse the issuer in respect of any letters of credit)Borrower or BPI; (e) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, assets, financial condition or prospects, or operations of BPLP, BPI or, taken as a whole, the BP Group; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders stockholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating changeBPI; (g) promptly upon as soon as practicable, but in any event not later than ninety (90) days after the filing hereofend of each fiscal year of BPI, copies of all registration the Form 10-K statement filed by BPI with the SEC for such fiscal year, and as soon as practicable, but in any event not later than fifty (50) days after the end of each fiscal quarter of BPI copies of the Form 10-Q statement filed by BPI with the SEC for such fiscal quarter, provided that, in either case, if the SEC has granted an extension for the filing of such statements, BPI shall deliver such statements to the Agent within ten (other than 10) days after the exhibits thereto and any registration statements on Form S-8 or its equivalent)filing thereof with the SEC; (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in about the possession of Borrower, BPI, their respective Subsidiaries, the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against Real Estate Assets and the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) Partially-Owned Entities as the Agent or any Bank (through the Agent) may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Onlinecomplete rent rolls, IntraLinks or existing environmental reports, and insurance certificates with respect to the Real Estate Assets; (i) Intentionally Deleted; and (j) as soon as practicable, but in any event not later than ninety (90) days after the end of the fiscal year of BPLP, the audited balance sheet of BPLP at the end of each such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basisyear, and the Agent makes no express related audited statements of income, changes in partners’ capital and cash flows for the year then ended, in each case setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the principal financial or implied warranty regarding accounting officer of BPLP that the information contained in such Platform or financial statements fairly presents the accuracy or completeness financial position of BPLP on the date thereof, and as soon as practicable, but in any information posted thereto or contained thereon event not later than forty-five (45) days after the end of each of the March 31, June 30 and September 30 fiscal quarters of BPLP, the unaudited balance sheet of BPLP at the end of each such quarter, and the Agent related unaudited statements of income, changes in partners’ capital and cash flows for the quarter then ended, in each case setting forth in comparative form the figures for the previous fiscal quarter and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of BPLP that the information contained in such financial statements fairly presents the financial position of BPLP on the date thereof (subject to year-end adjustments none of which shall be materially adverse). Notwithstanding any provision of this §8.4, for so long as BPI is publically traded on the New York Stock Exchange, the Borrower shall be deemed to have no liability satisfied its obligations under subsections (a), (b), (f), (g) and (j) of any nature whatsoever to any Lenderthis §8.4 by timely filing its Form 10-Q and Form 10-K with the SEC for each applicable period, Borrower or other Person (whether sounding in tortprovided that, contract or otherwise) with respect to such Platform or any such information subsections (including any information a) and (b) above, the Borrower has delivered to the Agent within the time periods required therefor and referred to in Section 8.2 belowsubsections (a) and (b), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined statement required by a court of competent jurisdiction in a final and nonappealable judgmentsubsection (c) above.

Financial Statements, Certificates and Information. The Borrower will deliver to the Lender, which, for the purposes of this Section 5.04, may be made available electronically by Parent or the Borrower as provided below: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024Parent, the audited Consolidated consolidated balance sheet of the Borrower Parent and its subsidiaries as at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital income and consolidated statements of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year or year-end, as applicable, and all such consolidated statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied certified by an auditor’s report prepared without qualification as Deloitte & Touche LLP or by other independent public accountants reasonably satisfactory to the scope of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (Lender. The Lender hereby agrees that the foregoing with respect to the Borrower may requirement shall be satisfied by delivery (or deemed delivery in accordance with the final paragraph of this Section 5.04) to the Lender of Parent’s annual report on Form 10-K 10‑K for the period for which such financial statements are to be delivered, together with a written statement from the principal financial or accounting officer, Treasurer or the Assistant Treasurer of the Borrower filed with or Parent to the SEC; providedeffect that such officer has read a copy of this Agreement, howeverand that, that in making the examination necessary to said certification, he or she has obtained no event knowledge of any Default, or, if such officer shall have obtained knowledge of any reference to any prior 10-Ks then existing Default, he or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor she shall disclose in such statement any such information contained in Default; provided that such officer shall not be liable to the Lender for failure to obtain knowledge of any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its SubsidiariesDefault; (b) as soon as practicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerfirst three (3) fiscal quarters of Parent, copies of the unaudited Consolidated consolidated balance sheet of the Borrower Parent and its subsidiaries as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income and consolidated statements of cash flows for the portion of the Borrower’s fiscal year then elapsedto which they apply, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)generally accepted accounting principles, together with a certification by the chief principal financial officer or accounting officer, Treasurer or the Assistant Treasurer of the Borrower or its Vice President – Finance Parent that the information contained in such financial statements fairly presents the financial position of the Borrower Parent and its Subsidiaries on as of the date thereof end of such quarter (subject to year-end year‑end adjustments). The Lender hereby agrees that the foregoing requirement shall be satisfied by delivery (or deemed delivery in accordance with the final paragraph of this Section 5.04) to the Lender of Parent’s quarterly report on Form 10‑Q for the period for which such financial statements are being delivered, together with a written statement from the principal financial or accounting officer, Treasurer or Treasurer of the Borrower or Parent to the effect that such officer has read a copy of this Agreement, and that, in making the examination necessary to said certification, he or she has obtained no knowledge of any Default, or, if such officer has obtained knowledge of any then existing Default, he or she shall disclose in such statement any such Default; provided that such officer shall not be liable to the Lender for failure to obtain knowledge of any Default; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to nature filed by Parent with the shareholders of the BorrowerSecurities and Exchange Commission; (fd) promptly after the commencement thereof, Notice of all actions and proceedings before any court, governmental agency or arbitrator of the type described in Section 4.06 to which either the Borrower or Parent or their Significant Subsidiaries is a Rating Agency shall have announced a change in the rating established party or deemed to have been established for the Index Debt, written notice of such rating change;their properties are subject; and (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (je) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent Lender may reasonably request. Information concerning such litigation Reports or settlement discussions shall not include attorney-client privileged communicationsfinancial information required to be delivered pursuant to this Section 5.04 shall, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration extent any such financial statements, filings, and regular periodic reports, if any, that Borrower shall have proxy statements or other materials are included in materials otherwise filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchangeSecurities and Exchange Commission, including each Form 8-Kbe deemed to be delivered hereunder on the date of such filing, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2may be delivered electronically and if so, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed to have been delivered on the date on which the Borrower or Parent gives notice to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by Lender that the Borrower with the SEC. If any or Parent has posted such report or financial information is not filed or furnished by provides a link thereto on the Borrower with or Parent’s website on the SEC, such information shall be deemed delivered Internet or on Intralinks or a substantially similar transmission system to which access is available to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver and cause BPI to (and BPI will) deliver (as applicable) to the Agent: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024BPI, the audited Consolidated consolidated balance sheet of the Borrower BPI and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital shareholder’s equity and cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPGAAP which may be provided by inclusion in the Form 10-K of BPI filed with the SEC for such period provided pursuant to clause (g) below), and and, in each case, accompanied by an auditor’s report prepared without qualification as to by the scope of the audit by Accountants other than a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing qualification solely with respect to the Borrower may be satisfied by delivery internal controls over financial reporting as required under Section 404 of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its SubsidiariesSarbanes Oxley Act; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter (including the fourth quarter) of the Borrowerquarters, copies of the unaudited Consolidated consolidated balance sheet of the Borrower BPI and its Subsidiaries, as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in shareholders’ equity and cash flows for the portion of the BorrowerBPI’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year which may be satisfied provided by delivery of inclusion in the Form 10-Q of the Borrower BPI filed with the SEC; provided, however, that in no event shall any reference SEC for such period provided pursuant to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lenderclause (g) below), together with a certification by an Authorized Officer that is the chief principal financial or accounting officer of the Borrower or its Vice President – Finance BPI that the information contained in such financial statements fairly presents the financial position of the Borrower BPI and its Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments none of which shall be materially adverse); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Lenders (a) as soon as practicableavailable, but in any event not later than within ninety (90) days after the end of each fiscal year Fiscal Year of the Borrower, commencing with a copy of the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year, year and the related audited Consolidated consolidated statements of incomeoperations, changes in capital stockholders' equity and cash flows for such year, each setting forth in each case in comparative form form, the figures for the previous fiscal year and all such statements to be in reasonable detailyear, prepared in accordance with GAAPreported on without a "going concern" or like qualification or exception, and accompanied by an auditor’s report prepared without or qualification as to arising out of the scope of the audit audit, by a "Big Four" accounting firm Deloitte & Touche LLP or another any other nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiariesaccounting firm; (b) as soon as practicableavailable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal quarter (including of the fourth quarter) first three Fiscal Quarters of each Fiscal Year of the Borrower, copies commencing with the end of FQ2 2004, the unaudited Consolidated consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter, Fiscal Quarter and the related unaudited Consolidated consolidated statements of income operations, stockholders' equity and cash flows of the Borrower and its consolidated Subsidiaries for such Fiscal Quarter and the portion of the Borrower’s fiscal year then elapsedFiscal Year through the end of such Fiscal Quarter, all setting forth in reasonable detail and prepared each case in accordance with GAAP (comparative form, the foregoing with respect to the Borrower and its Subsidiaries figures for the first three quarters of any fiscal year may be satisfied previous year, certified by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification certified by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof as being fairly stated in all material respects (subject to normal year-end audit adjustments); (c) simultaneously promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (d) as soon as available, but in any event within sixty (60) days after the beginning of each Fiscal Year of the Borrower to which such budget relates, an annual operating budget of Borrower and its Subsidiaries, on a consolidated basis, as adopted by the Board of Directors of the Borrower; (e) concurrently with the delivery of the consolidated financial statements referred to in subsection Section 8.4(a), a letter from the independent certified public accountants reporting on such financial statements stating that in making the examination necessary to express their opinion on such financial statements no knowledge was obtained of any Default or Event of Default, except as specified in such letter; (f) concurrently with the delivery of the financial statements referred to in subsections (aSection 8.4(a) and (b) above), a statement (a “Compliance Certificate”) certified by certificate of the chief principal financial or accounting officer of the Borrower or its Vice President – Finance in substantially the form of Exhibit F C hereto (a "Compliance Certificate") (i) stating that, to the best of such officer's knowledge, each of the Borrower and its - Subsidiaries has observed or in such performed all of its covenants and other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants agreements, and satisfied every applicable condition, contained in Section 9.1 this Credit Agreement, the Notes and the other covenants described Loan Documents to be observed, performed or satisfied by it, and that such officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) showing in detail as of the end of the related fiscal period the figures and calculations supporting such statement in respect of Section 10, clause (h) of Section 9.3, clause (c) of Section 9.4 and Section 9.5.2(e), (iii) if not specified in the financial statements delivered pursuant to this Section 8.4, specifying on a consolidated basis the aggregate amount of interest paid or accrued by the Borrower and its Subsidiaries, and the aggregate amount of depreciation, depletion and amortization charged on the books of the Borrower and its Subsidiaries, during such accounting period, and (iv) showing in detail as of the end of the related fiscal period the Fixed Charge Coverage Ratio, the Leverage Ratio, the Total Capitalization Ratio and Consolidated Net Worth of the Borrower and its Subsidiaries and the calculations supporting such statement and stating the Applicable Margin and commitment fee payable as a result of such Total Capitalization Ratio. (g) promptly upon receipt thereof, copies of all final reports submitted to the Borrower by independent certified public accountants in connection with each annual, interim or special audit of the books of the Borrower made by such accountants, including, without limitation, a listing of each Unencumbered Propertyany final comment letter submitted by such accountants to management in connection with their annual audit; and (h) promptly, such additional financial and (if applicable) setting forth reconciliations other information as any Lender may from time to reflect material changes in GAAP since the Effective Datetime reasonably request. All income, expense financial statements shall be prepared in reasonable detail in accordance with GAAP (provided that interim statements may be condensed and value associated may exclude detailed footnote disclosure) applied consistently throughout the periods reflected therein and with Real Estate prior periods (except as concurred in by such accountants or other Investments disposed of or added during any quarter will be eliminated from or added toofficer, as the case may be, and disclosed therein and except that interim financial statements need not be restated for changes in accounting principles which require retroactive application, and operations which have been discontinued (as defined in Accounting Principles Board Opinion No. 30) during the current year need not be shown in interim financial statements as such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter either for the Unencumbered Properties as a groupcurrent period or comparable prior period). In the event the Borrower changes its accounting methods because of changes in GAAP, or any change in GAAP occurs which increases or diminishes the protection and otherwise in form and substance reasonably satisfactory coverage afforded to the AgentLenders under current GAAP accounting methods, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents Administrative Agent, as the Unencumbered Property Net Operating Income case may be, may request of the Unencumbered Properties for such period; (d) contemporaneously with the delivery other parties to this Agreement an amendment of the financial statements referred covenants contained in this Credit Agreement to reflect such changes in clause (a) above, GAAP and to provide the statement of all contingent liabilities involving amounts of $1,000,000.00 Lenders with protection and coverage equivalent to that existing prior to such changes in accounting methods or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of othersGAAP, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders each of the Borrower; , the Administrative Agent and the Lenders agree to consider such request in good faith. Documents required to be delivered pursuant to Section 8.4(a), (fb) promptly after a Rating Agency or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall have announced a change in the rating established or be deemed to have been established for delivered on the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; date (i) not later than February 28 of each year, the Consolidated cash flow projections of on which the Borrower for that year and posts such documents, or provides a link thereto on the next two years; Borrower's website on the Internet at the website address listed on Schedule 1; or (jii) from time to time on which such other financial data and information in documents are posted on the possession of the Borrower Borrower's behalf on an Internet or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reportsintranet website, if any, that to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: the Borrower shall have filed with deliver paper copies of such documents to the Commission (Administrative Agent or any Governmental Authority substituted therefor) Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything event shall have no responsibility to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished monitor compliance by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SECrequest for delivery, such information and each Lender shall be deemed delivered solely responsible for requesting delivery to the Agent upon the Agent's receipt it or maintaining its copies of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgmentdocuments.

Financial Statements, Certificates and Information. The Borrower and the Guarantor will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than ninety one hundred (90100) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024Guarantor, the audited Consolidated balance sheet of the Borrower Guarantor and its Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in capital shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a Deloitte & Touche, or by another "Big FourFive" accounting firm or another nationally recognized firm acceptable firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Guarantor will deliver to the Agent (and each of the foregoing with respect to the Borrower may be satisfied by delivery Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the Borrower filed with Borrower's taxable net income for the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent)fiscal year, and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower Guarantor and its Subsidiaries; (b) as soon as practicable, but in any event not later than fortyfifty-five (4555) days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerfirst three (3) fiscal quarters of the Borrower and the Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the Guarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income income, changes in shareholder's equity and cash flows for the portion of the Borrower’s 's and the Guarantor's, respectively, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles (the foregoing with respect which, as to the Borrower and its Subsidiaries for the first three quarters of any fiscal year Guarantor, may be satisfied provided by delivery of inclusion in the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference Guarantor for such period provided pursuant to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lendersubsection (c) below), together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance and the Guarantor, respectively, that the information contained in such financial statements fairly presents the financial position of the Borrower such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this Section 7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Guarantor; (c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Guarantor in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Guarantor will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than fifty-five (55) days after the end of the first three (3) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief principal financial or accounting officer of Guarantor and of the general partner of the Borrower or its Vice President – Finance in the form of Exhibit F C hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertytherein, and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (ef) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders stockholders of the Guarantor or the partners of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent)[INTENTIONALLY OMITTED]; (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties[INTENTIONALLY OMITTED]; (i) not later than February 28 simultaneously with the delivery of each yearthe financial statements referred to in subsections (a) and (b) above, the Consolidated cash flow projections following with respect to each acquisition of an interest in Real Estate having a fair market value in excess of $10,000,000.00 by the Borrower or any of its Subsidiaries (which for the purposes of this Section 7.4(h) shall include the Investments described in Section 8.3(I), provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent reasonably available to the Borrower or its Subsidiaries): (i) the closing statement relating to such acquisition, (ii) a description of the property acquired, (iii) a certificate from the chief financial or accounting officer of the Borrower stating that (A) an environmental site assessment has been prepared by an environmental engineer and such assessment contains no material qualifications with respect to such Real Estate and (B) a statement of condition of such Real Estate has been prepared by a construction engineer and such statement contains no material qualifications, and (iv) a historical operating statement of such Real Estate for that year such period as may be available to the Borrower and the next two yearsa current rent roll for such Real Estate; (j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Guarantor; (k) [INTENTIONALLY OMITTED]; (l) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, each of the following with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (m) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower and its Subsidiaries (or in which the Borrower or its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; (n) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the next fiscal year; (o) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided, however, the Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Guarantor); and (p) from time to time such other financial data and information in the possession of the Borrower Borrower, the Guarantor or its their respective Subsidiaries (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiariesthe Guarantor) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders which will be delivered by Agent to Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 20242003, the audited Consolidated balance sheet of the Borrower Borrower, Guarantor and its Consolidated Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower EPR may be satisfied by delivery of the Form 10-K of the Borrower EPR filed with the SEC; provided, howeverPROVIDED, HOWEVER, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower Borrower, EPR and its Subsidiaries, together with a written statement from such accountants to the effect that they have read this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the Borrower, copies of the unaudited Consolidated balance sheet of the Borrower Borrower, Guarantor and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated statements of income and cash flows for the portion of the Borrower’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower EPR and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower EPR filed with the SEC; providedSEC PROVIDED, howeverHOWEVER, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower Borrower, Guarantor and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”"COMPLIANCE CERTIFICATE") certified by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance in the form of Exhibit F EXHIBIT K hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 ss.9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date. Borrower shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of EXHIBIT J attached hereto pursuant to which the Borrower shall calculate the amount of the Borrowing Base as of the end of the immediately preceding fiscal quarter of the Borrower. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy copies of the statement statements of the Unencumbered Mortgaged Property Net Operating Income for such fiscal quarter and on a trailing four-quarter basis for each of the Unencumbered Properties as Mortgaged Properties, prepared on a group, basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Mortgaged Property Net Operating Income of the Unencumbered Mortgaged Properties for such periodperiods; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower Borrower, Guarantor and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) as soon as practicable but in any event not later than forty-five (45) days after the end of each fiscal quarter of Borrower (including the fourth fiscal quarter in each year), a Rent Roll for each of the Mortgaged Properties and a Consolidated operating statement for the Mortgaged Properties, and a copy of each Lease or amendment entered into with respect to a Mortgaged Property during such quarter; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent)Intentionally deleted; (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries at the end of such yearyear and the unaudited balance sheet of each Operating Company, and the related audited Consolidated consolidated (or unaudited and unconsolidated with respect to the Operating Companies) statements of income, changes in capital shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a PriceWaterhouse Coopers or by another "Big FourFive" accounting firm and as to each Operating Company accompanied by a certification by the principal financial or another nationally recognized firm acceptable accounting officer of the Borrower that the information contained in such financial statements fairly presents the position of such Operating Company as of the date thereof, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Borrower will deliver to the Agent (and each of the foregoing with respect to the Borrower may be satisfied by delivery Banks a copy of the Form 10-K of the Borrower filed simultaneously with delivery to the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower and its SubsidiariesSubsidiaries as to the Borrower and its Subsidiaries and of the Operating Companies, together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter (including the fourth quarter) of the Borrower, copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited balance sheet of each of the Operating Companies as at the end of such quarter, and the related unaudited Consolidated consolidated (or unconsolidated with respect to each Operating Company) statements of income income, changes in shareholder's equity and cash flows for the portion of the Borrower’s 's and such Operating Companies' fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect a manner and form reasonably acceptable to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)Agent, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries and of the Operating Companies on the date thereof (subject to year-end adjustments), provided that in the event that the Borrower is required to file a Form 10-Q with the SEC, the Borrower shall provide to the Agent and each of the Banks a copy of the Form 10-Q filed with the SEC within 45 days after the end of the first three fiscal quarters of the Borrower (unless the SEC has approved an extension in which event the Borrower will deliver such copies to the Agent and the Banks simultaneously with delivery to the SEC) in lieu of the quarterly unaudited statements that would have otherwise been due at the end of such quarter; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) aboveabove and, upon Agent's request, within thirty (30) days of the filing by the Borrower of a Form 8-K with the SEC, or the filing with the SEC of any other document amending any other filing made by the Borrower, a statement (a “"Compliance Certificate”") certified by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance in the form of Exhibit F EXHIBIT C hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertytherein, and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall also be accompanied by the following: (i) copies of a copy of the consolidated statement of the Unencumbered Property Net Operating Income EBITDA for such fiscal quarter for the Unencumbered Properties as Borrower and its Subsidiaries and a groupstatement of cash flow for each Operating Company, and otherwise in form and substance reasonably satisfactory prepared on a basis consistent with the statement furnished pursuant to the AgentSection 6.4, together with a certification by the chief financial or chief accounting officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income Consolidated EBITDA of the Unencumbered Properties Borrower and its Subsidiaries and the cash flow of such Operating Company for the cash flow of such period; (ii) promptly upon Price's receipt, copies of the quarterly REIT compliance reports/statements prepared by Ernst & Young; (iii) a list setting forth the following information with respect to each new Subsidiary or Operating Company of the Borrower: (A) the name and structure of the Subsidiary or Operating Company, (B) a description of the property owned by such Subsidiary or Operating Company, and (C) such other information as the Agent may reasonably request; (iv) a statement (A) listing each parcel of Real Estate and its location, date of acquisition, whether such Real Estate is owned by the Borrower or a Subsidiary, Operating Company or Joint Venture, size (square footage for retail, office and industrial building assets; and number of rooms for hotel/resort assets), occupancy level for the quarter most recently ended, acquisition cost, rolling four quarter Net Income and for retail, office and industrial building assets, the major tenants and percentage of gross leasable area occupied, (B) listing the Indebtedness of the Borrower and its Subsidiaries and of the Operating Companies (excluding Indebtedness of the type described in Sections 8.1(b)-(e)), which statement shall include, without limitation, a statement of the current outstanding amount of such Indebtedness and unfunded amounts available under any such facilities, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (C) listing the Land and providing a brief summary of the status of the development of such Land and compliance with the development plan of Borrower in a format reasonably acceptable to the Agent; (v) a statement listing the Notes Receivable, any modifications, amendments, cancellations, releases or surrenders of any of the Notes Receivable Documents, the current outstanding amount of the indebtedness evidenced thereby and the certification of the chief financial or chief accounting officer of the Borrower that the Notes Receivable comply with the terms of this Agreement; and (vi) a Compliance Certificate prepared on a pro forma basis after giving effect to any proposed Investments, proposed incurrence of Indebtedness, changes to terms of existing Indebtedness or other contemplated events which might have a material adverse effect on the Borrower or its Subsidiaries. (d) contemporaneously concurrently with the delivery of the financial statements referred to described in clause subsection (ab) above, a certificate signed by the statement of all contingent liabilities involving amounts of $1,000,000.00 President or more Chief Financial Officer of the Borrower to the effect that, having read this Agreement, and its Subsidiaries based upon an examination which are they deem sufficient to enable them to make an informed statement, there does not reflected exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the facts with respect thereto; (e) [INTENTIONALLY OMITTED]; (f) as soon as practicable, but in such financial statements or referred any event not later than ninety (90) days after the end of each fiscal year of Price, the Form 10-K of Price filed with the SEC (unless the SEC has approved an extension, in which event the Borrower will deliver to in the notes thereto (including, without limitation, all guaranties, endorsements Agent and other contingent obligations in respect each of the indebtedness Banks a copy of othersthe form 10-K of Price simultaneously with the delivery to the SEC) and, as soon as practicable, but in any event not later than forty-five (45) days after the end of the first three fiscal quarters of Price, the Form 10-Q of Price filed with the SEC (unless the SEC has approved an extension, in which event the Borrower will deliver to the Agent and obligations each of the Banks a copy of the 10-Q of Price simultaneously with the delivery to reimburse the issuer in respect of any letters of creditSEC); (eg) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders stockholders of the Borrower or Price; (h) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower; (fi) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections press releases of the Borrower for that year and Price promptly after the next two years;release of the same and copies of all analyst reports promptly after Borrower's receipt of same; and (j) from time to time such other financial data and information in the possession of the Borrower or its respective Subsidiaries or Operating Companies (including without limitation auditors’ ' management letters, status evidence of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating theretopayment of taxes, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting any of such Persons) relating to the Borrower Borrower, the Collateral, the Real Estate, the other assets of the Borrower, or its Subsidiaries) Price as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, and the related audited Consolidated statements consolidated statement of income, changes in capital income and consolidated statement of cash flows flow and consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s report prepared without qualification as certified (such certification to be in form and substance satisfactory to the scope of the audit Agent) by a "Big Four" accounting firm BDO ▇▇▇▇▇▇▇, LLP or another nationally recognized firm acceptable by other independent certified public accountants satisfactory to the Agent (the foregoing Agent, together with respect a written statement from such accountants to the Borrower may be satisfied by delivery effect that they have read a copy of this Credit Agreement, and that, in making the Form 10-K examination necessary to said certification, they have obtained no knowledge of the Borrower filed with the SEC; providedany Default or Event of Default, howeveror, that if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall such statement any such information contained in Default or Event of Default; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis Default or Event of the Borrower and its SubsidiariesDefault; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarter (including the fourth quarter) quarters of the Borrower, copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related unaudited Consolidated statements consolidated statement of income and consolidated statement of cash flows flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)generally accepted accounting principles, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of the Borrower, unaudited monthly consolidated financial statements of the Borrower and its Subsidiaries for such month and unaudited monthly consolidating financial statements of the Borrower and its Subsidiaries for such month, each prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial condition of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance Borrower, in form and substance satisfactory to the form of Exhibit F hereto Agent, and (or in such other form as the Agent may approve from time to timei) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, 9 and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since December 31, 2003, (ii) stating that no Default or Event of Default has occurred and (iii) if a Default or Event of Default has occurred and is continuing, specifying the Effective Date. All income, expense nature and value associated the period of existence thereof and the action proposed to be taken with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit)thereto; (e) contemporaneously with within five (5) days after the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders copy of the Borrower's Form 10-K and 10-Q as filed with the Securities and Exchange Commission; (fi) promptly after on the first day of each calendar week, (ii) from time to time as requested by the Agent, (iii) simultaneously with each Loan Request, and (iv) simultaneously with any request for release of any Collateral, a Rating Agency shall have announced a change Borrowing Base Certificate substantially in the rating established or deemed form of EXHIBIT A, accompanied by summary aging reports and a trial balance of the Consumer Loan Collateral, acceptable in form to have been established for the Index Debt, written notice of such rating changeAgent; (g) promptly upon within thirty (30) days after filing, a copy of the filing hereoffederal income tax return for the Borrower and the Association, copies of with all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent)schedules; (h) upon reasonable request within one hundred and twenty (120) days after the close of each fiscal year, annual reports required by each relevant Timeshare Act, or such other management prepared financial statements of Silverleaf Club containing information concerning each Eligible Project satisfactory to the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not no later than February 28 sixty (60) days prior to the start of each any fiscal year, the Consolidated cash flow projections of Borrower shall submit to the Borrower Banks an update to the Business Plan for that the upcoming fiscal year and in form acceptable to the next two yearsAgent (each such update to the Business Plan shall be subject to the Agent's approval); (j) no later than the fifteenth (15th) day of each calendar month, the Borrower shall furnish to the Banks, or cause the Servicer to furnish to the Banks, three (3) copies of a report in form and substance acceptable to the Agent prepared by the Borrower or the Servicer, certified by an Authorized Officer of the Borrower, and showing, with respect to each of the loans constituting Consumer Loan Collateral as of the close of business on the last day of the calendar month last ended: (i) the account number; (ii) name(s) of consumer borrower(s); (iii) original principal amount of such consumer loan; (iv) any payment, including any prepayment, received on account of such consumer loan during the period covered by the statement; (v) a cash receipts journal; (vi) the opening and closing principal balance; (vii) any consumer loans constituting Consumer Loan Collateral cancelled during the period covered by such statement; (viii) any delinquency of principal and interest payments on a 30-60-90 day basis; (ix) any delinquency of principal, interest or assessments in excess of ninety (90) days; (x) the interest rate for each consumer loan and the weighted average consumer interest rate for all Eligible Consumer Loan pledged to the Agent and the outstanding principal amount of Eligible Consumer Loans bearing an interest rate of less than 12.5% and such amount expressed as a percentage of the outstanding principal balance of all Eligible Consumer Loans; (xi) any extensions, refinances or other adjustments to such consumer loan; (xii) the outstanding principal balance of Eligible Consumer Loans made to residents of Canada and such amount expressed as a percentage of the outstanding principal balance of all Eligible Consumer Loans; (xiii) the outstanding principal balance of Eligible Consumer Loans made to consumer borrowers with a FICO Credit Bureau Score of less than 600 (any consumer borrower that does not have a FICO Credit Bureau Score shall be deemed to have a FICO Credit Bureau Score of less than 600) and such amount expressed as a percentage of the outstanding principal balance of all Eligible Consumer Loans; (xiv) the weighted average of the FICO Credit Bureau Scores of all consumer borrowers under Eligible Consumer Loans; (xv) the outstanding principal balance of Eligible Consumer Loans described in paragraph (9)(b) of the definition of "Eligible Consumer Loans" and such amount expressed as a percentage of the outstanding principal balance of all Eligible Consumer Loans; (xvi) the weighted average of the remaining term of the Eligible Consumer Loans; and (xvii) such other information as the Agent or any Bank may request; (k) no later than the fifteenth (15th) day of each calendar month, the Borrower shall deliver to the Banks a sales and cancellation report indicating the sales and cancellation activity with respect to each Eligible Project for the preceding calendar month showing such detailed information as the Agent or any Bank may request, including without limitation the following: (i) a list of the Intervals included in the Inventory Collateral sold during such month, including the Release Price for each such Interval (indicating whether such Release Price was remitted to the Agent), and (ii) the fair market value of each Interval included in the Inventory Collateral. (l) no later than the fifteenth (15th) day of each calendar month, the Borrower shall deliver to the Banks an inventory report in form satisfactory to the Agent indicating the number of Timeshare Interests and Intervals sold and unsold at each Eligible Project, identified by Unit and type -52- or color of Timeshare Interest or Interval, and the purchase price of each Interval sold for the preceding calendar month; (m) no later than the fifteenth (15th) day of each calendar month, the Borrower shall deliver to the Banks a report in form satisfactory to the Agent indicating the performance of each Eligible Consumer Loan pledged as Collateral described in clause (b) of paragraph (9) of the definition of "Eligible Consumer Loan" during the preceding calendar month; (n) no later than the fifteenth (15th) day of each calendar month, the Borrower shall deliver to the Banks a report in form satisfactory to the Agent indicating, among other things, the conformity of the Borrower's business to the Business Plan and any variances therefrom during the preceding calendar month; and (o) from time to time time, with reasonable promptness, such other financial data and information in (including accountants and management letters) and such other information concerning the possession Collateral, the Eligible Projects and the business and operations of the Borrower or its Subsidiaries (including without limitation auditors’ management lettersBorrower, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent or any Bank may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower and the Trust will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than ninety one hundred (90100) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024Trust, the audited Consolidated balance sheet of the Borrower Trust and its Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in capital shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a "Big Four" accounting firm Grant Thornton LLP, or by another nationally recognized firm acceptable accounting fi▇▇, ▇▇▇ ▇▇▇▇ ▇0-K of the Trust filed with the SEC (unless the SEC has approved an extension, in which event the Trust will deliver to the Agent (and each of the foregoing with respect to the Borrower may be satisfied by delivery Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the Borrower filed with Trust's taxable net income for the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent)fiscal year, and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower Trust and its Subsidiaries; (b) as soon as practicable, but in any event not later than fortyfifty-five (4555) days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerfirst three (3) fiscal quarters of the Borrower and the Trust, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the Trust and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income income, changes in shareholder's equity and cash flows for the portion of the Borrower’s 's and the Trust's, respectively, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles (the foregoing with respect which, as to the Borrower and its Subsidiaries for the first three quarters of any fiscal year Trust, may be satisfied provided by delivery of inclusion in the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference Trust for such period provided pursuant to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lendersubsection (c) below), together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance and the Trust, respectively, that the information contained in such financial statements fairly presents the financial position of the Borrower such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this Section 7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust; (c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Trust in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Trust will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than fifty-five (55) days after the end of the first three (3) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower, prepared on a basis consistent with the statement furnished pursuant to Section 6.4 together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief principal financial or accounting officer of Trust and of the general partner of the Borrower or its Vice President – Finance in the form of Exhibit F I hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertytherein, and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Balance Sheet Date. All incomeWith each Compliance Certificate, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate Borrower shall be accompanied by also deliver a copy of the statement of the certificate (an "Unencumbered Borrowing Base Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification Certificate") executed by the chief financial officer of the general partner of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income (i) lists each of the Unencumbered Borrowing Base Properties, and certifies that all Unencumbered Borrowing Base Properties for so listed fully qualify as such under the applicable criteria in this Agreement, lists any sales, acquisitions, dispositions or removals of Unencumbered Borrowing Base Properties during such accounting period, the acquisition costs of any Unencumbered Borrowing Base Properties acquired during such period;, lists any Non-Stabilized Properties included within the Unencumbered Borrowing Base Properties and the book value or Appraised Value thereof, as appropriate, and includes such information as Agent may reasonably require to determine the economic and physical occupancy of said Unencumbered Borrowing Base Properties and the Aggregate Unencumbered Borrowing Base Property Value and the Operating Cash Flow from such Unencumbered Borrowing Base Properties during such period. (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (ef) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders stockholders of the Trust or the partners of the Borrower; (fg) promptly after simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, the following with respect to each acquisition of an interest in Real Estate having a Rating Agency shall have announced a change fair market value in excess of $50,000,000.00 by the rating established Borrower, the Guarantors or deemed to have been established any of their respective Subsidiaries (which for the Index Debtpurposes of this Section 7.4(g) shall include the Investments described in Section 8.3(i), written notice provided that with respect to the Investments described in Section 8.3(i), the Borrower shall provide a description of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent)property acquired; (h) upon reasonable request by promptly after they are filed with the AgentInternal Revenue Service, evidence reasonably satisfactory to Agent copies of all annual federal income tax returns and amendments thereto of the timely payment of all real estate taxes for Borrower and the Unencumbered PropertiesTrust; (i) not later than February 28 of each year, simultaneously with the Consolidated cash flow projections delivery of the Borrower for that year financial statements referred to in subsections (a) and (b) above, each of the next two yearsfollowing with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (j) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower, the Guarantors or their respective Subsidiaries and Unconsolidated Affiliates (or in which the Borrower, the Guarantors or their respective Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries and Unconsolidated Affiliates (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower, the Guarantors or their respective Subsidiaries or Unconsolidated Affiliates which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; (k) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the next fiscal year; (l) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided, however, the Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Trust); and (m) from time to time such other financial data and information in the possession of the Borrower Borrower, the Guarantors or its their respective Subsidiaries (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning letters and other legal and regulatory changes affecting the Borrower or its Subsidiariesthe Guarantors) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which Any material to be delivered pursuant to this Section 7.4 may be confidential or subject delivered electronically directly to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect Banks provided that such material is in a format reasonably acceptable to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filingsAgent, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 such material shall be deemed to have been delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent Banks upon the Agent's receipt thereof. Upon the request of such information from Agent, Borrower and the Trust shall deliver paper copies thereof to Agent and the Banks. Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable and the Trust authorize Agent and Arranger to the Agent). The Agent shall distribute disseminate any such non-SEC filed materials through the use of Intralinks, SyndTrak or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such any other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basisinformation dissemination system, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon Borrower and the Trust release Agent shall have no and the Banks from any liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgmentconnection therewith.

Financial Statements, Certificates and Information. The Borrower will deliver to the Agent: (a) as soon as practicable, but in any event not later than ninety (90) 95 days after the end of each fiscal year of the Borrower, commencing with Borrower and the fiscal year ending December 31, 2024Crescent Guarantor, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries and the Crescent Guarantor at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a Arth▇▇ ▇▇▇e▇▇▇▇ & ▇o. or by another "Big FourSix" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent)firm, and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower Borrower, together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and its Subsidiariesthat, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the Borrower (including the fourth quarter) of the Borrowerfiscal quarter in each year), copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in capital and cash flows for the portion of the Borrower’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)generally accepted accounting principles, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance General Partner that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the a statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guarantiesguarantees, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the General Partner in the form of Exhibit C hereto setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (e) contemporaneously simultaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders delivery of the Borrowerfinancial statements referred to in subsections (a) and (b) above and the Compliance Certificate referred to in subsection (d) above, a spreadsheet listing each parcel of Real Estate and its location, date of acquisition, whether such Real Estate is owned by the Borrower or a Subsidiary or Investment Partnership, size (square footage for office, retail, industrial and warehouse assets; number of rooms for hotel/resort assets; and number of beds for behavioral healthcare facilities), occupancy level for the quarter most recently ended, cost (appraised value if acquired prior to October, 1995), rolling four quarter Net Income (actual lease payments received by the Borrower for hotel/resort assets and behavioral healthcare facilities) and for office building, retail, industrial and warehouse assets, the major tenants and percentage of gross leasable area occupied; (f) promptly after not later than 60 days following each acquisition of an interest in Real Estate by the Borrower or any of its Subsidiaries or Investment Partnerships (which for the purposes of this Section 7.4(f) shall include the Investments described in Section 8.3(i)), each of the following (provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent the same are reasonably available to the Borrower or its Subsidiaries or Investment Partnerships): (i) a Rating Agency shall have announced description of the property acquired, and (ii) a change Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Banks under Section 6.4 or this Section 7.4 adjusted in the rating established best good-faith estimate of the Borrower to give effect to such acquisition and demonstrating that no Default or deemed Event of Default with respect to have been established for the Index Debt, written notice of covenants referred to therein shall exist after giving effect to such rating changeacquisition; (g) promptly upon after they are filed with the filing hereofInternal Revenue Service, copies of all registration statements (other than annual federal income tax returns and amendments thereto of the exhibits thereto Borrower, the General Partner and any registration statements on Form S-8 or its equivalent)the Limited Partner; (h) upon reasonable request prior to the acquisition by the AgentBorrower of any Real Estate or interest therein costing in excess of $1,000,000.00, evidence reasonably satisfactory to Agent a statement of the timely payment Borrower that no Default or Event of all real estate taxes for the Unencumbered PropertiesDefault exists or would be caused as a result of such acquisition; (i) not later than February 28 five (5) Business Days after the Borrower receives notice of each yearthe same from either of the Rating Agencies or otherwise learns of the same, notice of the Consolidated cash flow projections issuance of any change in the rating by either of the Rating Agencies in respect of any debt of the Borrower for (including any change in an Implied Rating), together with the details thereof, and of any announcement by either of the Rating Agencies that year and any such rating is "under review" or that any such rating has been placed on a watch list or that any similar action has been taken by either of the next two yearsRating Agencies (collectively a "Rating Notice"); (j) such financial statements and other information with respect to CBHS as shall be reasonably required by the Agent to test compliance with the covenants contained in Section 9.11; and (k) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries or Investment Partnerships (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its SubsidiariesSubsidiaries or Investment Partnerships) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrowers will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024Wald▇▇ ▇▇▇ WDOP, the audited Consolidated consolidated balance sheet of the Borrower Wald▇▇ ▇▇▇ its Subsidiaries and of WDOP and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a Deloitte & Touche or by another "Big FourSix" accounting firm or another nationally recognized firm acceptable firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event Wald▇▇ ▇▇▇ WDOP will deliver to the Agent (and each of the foregoing with respect to the Borrower may be satisfied by delivery Banks a copy of the Form 10-K of the Borrower filed simultaneously with delivery to the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower Wald▇▇ ▇▇▇ its Subsidiaries and WDOP and its Subsidiaries, together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerfirst three fiscal quarters of Wald▇▇ ▇▇▇ WDOP, copies of the unaudited Consolidated consolidated balance sheet of the Borrower Wald▇▇ ▇▇▇ its Subsidiaries and of WDOP and its Subsidiaries, respectively as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in shareholder's equity and cash flows for the portion of the Borrower’s Wald▇▇'▇ ▇▇▇ WDOP's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year which may be satisfied provided by delivery of inclusion in the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference Wald▇▇ ▇▇▇ WDOP for such period provided pursuant to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lendersubsection (c) below), together with a certification by the chief principal financial or accounting officer of Wald▇▇, ▇▇r Wald▇▇ ▇▇▇ as the Borrower or its Vice President – Finance general partner of WDOP, that the information contained in such financial statements fairly presents the financial position of the Borrower Wald▇▇ ▇▇▇ its Subsidiaries and WDOP and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than 45 days after the end of each of the first three fiscal quarters of Wald▇▇ ▇▇▇ WDOP in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event Wald▇▇ ▇▇▇ WDOP will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of Wald▇▇ (▇▇cluding the fourth fiscal quarter in each year), copies of a consolidated statement of Operating Cash Flow for such fiscal quarter for Wald▇▇ ▇▇▇ its Subsidiaries, prepared on a basis consistent with the statement furnished pursuant to Section 6.4, together with a certification by the chief financial or chief accounting officer of Wald▇▇ ▇▇▇t the information contained in such statement fairly presents the Operating Cash Flow of Wald▇▇ ▇▇▇ its Subsidiaries for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief principal financial or accounting officer of the Borrower general partner of WDOP and the principal financial or its Vice President – Finance in accounting officer of Wald▇▇ ▇▇ the form of Exhibit F I hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertytherein, and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (df) contemporaneously concurrently with the delivery of the financial statements referred to described in clause subsection (ab) above, a certificate signed by the statement President or Chief Financial Officer of all contingent liabilities involving amounts Wald▇▇, ▇▇r Wald▇▇ ▇▇▇ as the general partner of $1,000,000.00 or more of WDOP, to the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (includingeffect that, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of othershaving read this Agreement, and obligations based upon an examination which they deem sufficient to reimburse enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the issuer in facts with respect of any letters of credit)thereto; (eg) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders stockholders of Wald▇▇ ▇▇ the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice partners of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent)WDOP; (h) upon reasonable request by as soon as practicable but in any event not later than 45 days after the Agentend of each fiscal quarter of the Borrowers (including the fourth fiscal quarter in each year), evidence a summary rent roll with respect to the Unencumbered Operating Properties in form reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered PropertiesMajority Banks; (i) not later than February 28 promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of each year, the Consolidated cash flow projections of the Borrower for that year and the next two yearsBorrowers; (j) not later than five (5) Business Days after Wald▇▇ ▇▇▇eives notice of the same from either Rating Agency or otherwise learns of the same, notice of the issuance of any change in the rating by either Rating Agency in respect of any debt of Wald▇▇ (▇▇cluding any change in an Implied Rating), together with the details thereof, and of any announcement by either Rating Agency that any such rating is "under review" or that any such rating has been placed on a watch list or that any similar action has been taken by either Rating Agency (collectively a "Rating Notice"); (k) not later than forty-five (45) days after the end of each fiscal quarter of the Borrowers (including the fourth fiscal quarter in each year), a list setting forth the following information with respect to each new Subsidiary of WDOP: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (l) simultaneously within the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by Wald▇▇ ▇▇▇ its Subsidiaries (or in which Wald▇▇ ▇▇ its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of Wald▇▇ ▇▇▇ its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of Wald▇▇ ▇▇▇ its respective Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; (m) not later than five (5) Business Days after the occurrence of the same, notice of a change in the ratio of Wald▇▇'▇ ▇▇▇solidated Total Liabilities to Consolidated Total Assets which causes a change in the Applicable Margin; and -42- 44 (n) from time to time such other financial data and information in the possession of the Borrower Borrowers or its their respective Subsidiaries (including without limitation auditors’ ' management letters, status evidence of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating theretopayment of taxes, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiariesany of such Persons) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver to the Agent: (a) as soon as practicable, but in any event not later than ninety (90) 95 days after the end of each fiscal year of the Borrower, commencing with Borrower and the fiscal year ending December 31, 2024Crescent Guarantor, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries and the Crescent Guarantor at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a Arth▇▇ ▇▇▇e▇▇▇▇ & ▇o. or by another "Big FourSix" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent)firm, and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower Borrower, together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and its Subsidiariesthat, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the Borrower (including the fourth quarter) of the Borrowerfiscal quarter in each year), copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in capital and cash flows for the portion of the Borrower’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)generally accepted accounting principles, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance General Partner that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the a statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guarantiesguarantees, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the General Partner in the form of Exhibit C hereto setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (e) contemporaneously simultaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders delivery of the Borrowerfinancial statements referred to in subsections (a) and (b) above and the Compliance Certificate referred to in subsection (d) above, a spreadsheet listing each parcel of Real Estate and its location, date of acquisition, whether such Real Estate is owned by the Borrower or a Subsidiary or Investment Partnership, size (square footage for office, retail, industrial and warehouse assets; number of rooms for hotel/resort assets; and number of beds for behavioral healthcare facilities), occupancy level for the quarter most recently ended, cost (appraised value if acquired prior to October, 1995), rolling four quarter Net Income (actual lease payments received by the Borrower for hotel/resort assets and behavioral healthcare facilities) and for office building, retail, industrial and warehouse assets, the major tenants and percentage of gross leasable area occupied; (f) promptly after not later than 60 days following each acquisition of an interest in Real Estate by the Borrower or any of its Subsidiaries or Investment Partnerships (which for the purposes of this Section 7.4(f) shall include the Investments described in Section 8.3(i)), each of the following (provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent the same are reasonably available to the Borrower or its Subsidiaries or Investment Partnerships): (i) a Rating Agency shall have announced description of the property acquired, and (ii) a change Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Banks under Section 6.4 or this Section 7.4 adjusted in the rating established or deemed best good-faith estimate of the Borrower to have been established for the Index Debt, written notice of give effect to such rating change;acquisition and demonstrating that no Default or (g) promptly upon after they are filed with the filing hereofInternal Revenue Service, copies of all registration statements (other than annual federal income tax returns and amendments thereto of the exhibits thereto Borrower, the General Partner and any registration statements on Form S-8 or its equivalent)the Limited Partner; (h) upon reasonable request prior to the acquisition by the AgentBorrower of any Real Estate or interest therein costing in excess of $1,000,000.00, evidence reasonably satisfactory to Agent a statement of the timely payment Borrower that no Default or Event of all real estate taxes for the Unencumbered PropertiesDefault exists or would be caused as a result of such acquisition; (i) not later than February 28 five (5) Business Days after the Borrower receives notice of each yearthe same from either of the Rating Agencies or otherwise learns of the same, notice of the Consolidated cash flow projections issuance of any change in the rating by either of the Rating Agencies in respect of any debt of the Borrower for (including any change in an Implied Rating), together with the details thereof, and of any announcement by either of the Rating Agencies that year and any such rating is "under review" or that any such rating has been placed on a watch list or that any similar action has been taken by either of the next two yearsRating Agencies (collectively a "Rating Notice"); (j) such financial statements and other information with respect to CBHS as shall be reasonably required by the Agent to test compliance with the covenants contained in Section 9.11; and (k) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries or Investment Partnerships (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its SubsidiariesSubsidiaries or Investment Partnerships) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders: (a) as soon as practicablewithin ten (10) days of the filing of the Borrower’s Form 10-K with the SEC, if applicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, commencing with the ’s fiscal year ending December 31, 2024year, the audited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the chief financial officer or treasurer of REIT, acting as general partner of the Borrower or another senior financial officer of REIT, acting as general partner of the Borrower, reasonably acceptable to Agent that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "Big Four" nationally recognized accounting firm or another nationally recognized firm acceptable to approved by the Agent (the foregoing with respect to and who shall have authorized the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered deliver such financial statements and certification thereof to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent)and the Lenders, and any other information the Agent Lenders may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries; (b) as soon as practicablewithin ten (10) days of the filing of the Borrower’s Form 10-Q with the SEC, if applicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal quarter (including the fourth quarter) of the Borrowereach year, copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries, as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income and cash flows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)GAAP, together with a certification by the chief financial officer or treasurer of the Borrower REIT, acting as general partner of the Borrower, or its Vice President – Finance another senior financial officer of the REIT, acting as general partner of the Borrower, reasonably acceptable to Agent that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer or treasurer of REIT, acting as general partner of the Borrower Borrower, or its Vice President – Finance another senior financial officer of REIT, acting as general partner of the Borrower, reasonably acceptable to Agent in the form of Exhibit F G hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 §9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy list of the statement of the Unencumbered Property Net Operating Income and Adjusted Net Operating Income for such fiscal quarter for each of the Unencumbered Properties, and a list of the Unencumbered Properties as a group, (and otherwise in form and substance reasonably satisfactory to the Agentidentifying which are owned or leased by Controlled JV Entities), together with a certification by the chief financial officer or treasurer of REIT, acting as general partner of the Borrower Borrower, or its Vice President – Finance another senior financial officer of REIT, acting as general partner of the Borrower, reasonably acceptable to Agent that the information contained in such statement fairly presents in all material respects the Unencumbered Property Net Operating Income of the Unencumbered Properties and Adjusted Net Operating Income for such periodperiods; (d) contemporaneously simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with promptly upon the filing or mailing thereofrequest of Agent, copies of all material of a financial nature, reports or proxy statements sent to the shareholders annual federal income tax returns and amendments thereto of the Borrower, the Guarantors, if any, and the REIT; (f) promptly after a Rating Agency shall have announced upon becoming aware thereof, notice of a change in the Credit Rating given by a Rating Agency or any announcement that any rating established is “under review” or deemed to have been established for the Index Debt, written notice of that such rating changehas been placed on a watch list or that any similar action has been taken by a Rating Agency; (g) promptly upon simultaneously with the filing hereofdelivery of the financial statements referred to in subsections (a) and (b) above, copies a statement listing, the Subsidiaries of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 Borrower or its equivalent);Controlled JV Entities that have incurred, acquired, suffered to exist or otherwise are liable with respect to Unsecured Indebtedness; and (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in the possession of the Borrower Borrower, the REIT or its their respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower Borrower, the REIT or its Subsidiaries the Guarantors and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its SubsidiariesBorrower, the REIT and the Guarantors, if any) as the Agent or any Lender may reasonably request. Information concerning such litigation or settlement discussions shall If the Borrower is not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that Section 13 or 15(d) of the Agent and the Lenders receive the same level of disclosure from Exchange Act, the Borrower with respect shall, not later than 15 days after each Required Filing Date, transmit by mail to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming availableAgent, copies of all registration statements, filings, and regular periodic the annual reports, if any, that Borrower shall quarterly reports and other documents which it would have filed been required to file with the Commission (SEC pursuant to Section 13 or any Governmental Authority substituted therefor15(d) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with of the CommissionExchange Act if it were subject to such Sections. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2§7.4, the Borrower shall not be required to mail any Form 10-K, Form K or 10-Q, Form 8Q to Agent if such 10-K, registration statement K or other 10-Q is publicly available on the SEC’s ▇▇▇▇▇ website. The Borrower shall cooperate with the Agent in connection with the publication of certain materials and/or information described in this Section 8.1 provided by or in Section 8.2 on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be deemed delivered by or on behalf of the Borrower to the Agent and the Lenders if such Form 10-K(collectively, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by “Information Materials”) pursuant to this Section and the Borrower shall designate Information Materials (a) that are either available to the public or not material with the SEC. If any such information is not filed or furnished by respect to the Borrower with and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information.” Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the SECLenders provided that such material is in a format reasonably acceptable to Agent, and such information material shall be deemed to have been delivered to Agent and the Agent Lenders upon Agent’s receipt thereof. Upon the request of Agent's receipt of such information from , the Borrower and the Guarantors shall deliver paper copies of the Compliance Certificate to Agent and the Lenders. The Borrower authorizes Agent and Arranger to disseminate any such materials, including without limitation the Information Materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agentan “Electronic System”). Any such Electronic System is provided “as is” and “as available.” The Agent shall distribute and the Arrangers do not warrant the adequacy of any Electronic System and expressly disclaim liability for errors or omissions in any notice, demand, communication, information or other material provided by or on behalf of Borrower that is distributed over or by any such non-SEC filed Electronic System (“Communications”). No warranty of any kind, express, implied or furnished information to the other Lendersstatutory, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Onlineany warranty of merchantability, IntraLinks fitness for a particular purpose, non-infringement of third-party rights or such freedom from viruses or other electronic platforms as the code defects, is made by Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy Arranger in connection with the Communications or completeness the Electronic System. In no event shall the Agent, the Arranger or any of their directors, officers, employees, agents or attorneys have any liability to the Borrower or the Guarantors, if any, any Lender or any other Person for damages of any information posted thereto kind, including, without limitation, direct or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lenderindirect, Borrower special, incidental or other Person consequential damages, losses or expenses (whether sounding in tort, contract or otherwise) arising out of the Borrower’s, any Guarantors’, the Agent’s or any Arranger’s transmission of Communications through the Electronic System, and the Borrower releases Agent, the Arrangers and the Lenders from any liability in connection therewith. Certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except Persons’ securities. The Borrower hereby agrees that it will identify that portion of the Information Materials that may be distributed to the extent Public Lenders and that (i) all such liability results from Information Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the gross negligence or willful misconduct of word “PUBLIC” shall appear prominently on the Agent as determined first page thereof; (ii) by a court of competent jurisdiction in a final and nonappealable judgment.marking Information Materials

Financial Statements, Certificates and Information. (The Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders: a) as soon as practicablewithin ten (10) days of the filing of the Borrower’s Form 10-K with the SEC, if applicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, commencing with the ’s fiscal year ending December 31, 2024year, the audited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by the chief financial officer or treasurer of REIT or another senior financial officer of REIT reasonably acceptable to Agent that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries, and accompanied by an auditor’s report prepared without which shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of the audit such audit, and prepared by a "Big Four" nationally recognized accounting firm or another nationally recognized firm acceptable to approved by the Agent (the foregoing with respect to and who shall have authorized the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered deliver such financial statements and certification thereof to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent)and the Lenders, and any other information the Agent Lenders may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries; (b) as soon as practicablewithin ten (10) days of the filing of the Borrower’s Form 10-Q with the SEC, if applicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal quarter of each year (including commencing with the fourth quarter) of the Borrowerfiscal quarter ending June 30, 2022), copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries, as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income and cash flows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)GAAP, together with a certification by the chief financial officer or treasurer of the Borrower REIT or its Vice President – Finance another senior financial officer of the REIT reasonably acceptable to Agent that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments and the absence of footnotes); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer or treasurer of the Borrower REIT or its Vice President – Finance another senior financial officer of REIT reasonably acceptable to Agent in the form of Exhibit F G hereto (or in such other form as the Agent may approve from time to timetime in its reasonable discretion) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 §9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy list of the statement of the Unencumbered Property Net Operating Income and Adjusted Net Operating Income for such fiscal quarter for each of the Unencumbered Properties, and a list of the Unencumbered Properties as a group, (and otherwise in form and substance reasonably satisfactory to the Agentidentifying which are owned or leased by Controlled JV Entities), together with a certification by the chief financial officer or treasurer of the Borrower REIT or its Vice President – Finance another senior financial officer of REIT reasonably acceptable to Agent that the information contained in such statement fairly presents in all material respects the Unencumbered Property Net Operating Income and Adjusted Net Operating Income for such periods; d) [reserved]; e) promptly upon the request of Agent, copies of all annual federal income tax returns and amendments thereto of the Unencumbered Properties for such periodBorrower, the Guarantors, if any, and the REIT; (df) contemporaneously promptly upon becoming aware thereof, notice of a change in the Credit Rating given by a Rating Agency or any announcement that any rating is “under review” or that such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency; g) simultaneously with the delivery of the financial statements referred to in clause subsections (a) and (b) above, a statement listing the statement Subsidiaries of all contingent liabilities involving amounts of $1,000,000.00 Borrower or more of the Borrower and its Subsidiaries which Controlled JV Entities that have incurred, acquired, suffered to exist or otherwise are not reflected in such financial statements or referred liable with respect to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit)Unsecured Indebtedness; (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (gh) promptly upon the filing hereofrequest of Agent, copies of all registration statements (such other than information and documentation required under applicable “know your customer” rules and regulations, the exhibits thereto and PATRIOT Act, any registration statements on Form S-8 applicable Anti-Money Laundering Laws or its equivalent); (h) upon reasonable request under the Beneficial Ownership Regulation, in each case as from time to time reasonably requested by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties;or any Lender; and (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in the possession of the Borrower Borrower, the REIT or its their respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower Borrower, the REIT or its Subsidiaries the Guarantors, if any, and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its SubsidiariesBorrower, the REIT and the Guarantors, if any) as the Agent or any Lender may reasonably request. Information concerning such litigation or settlement discussions shall If the Borrower is not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that Section 13 or 15(d) of the Agent and the Lenders receive the same level of disclosure from Exchange Act, the Borrower with respect shall, not later than fifteen (15) days after each Required Filing Date, transmit by mail to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming availableAgent, copies of all registration statements, filings, and regular periodic the annual reports, if any, that Borrower shall quarterly reports and other documents which it would have filed been required to file with the Commission (SEC pursuant to Section 13 or any Governmental Authority substituted therefor15(d) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with of the CommissionExchange Act if it were subject to such Sections. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2§7.4, the Borrower shall not be required to mail any Form 10-K, Form K or 10-Q, Form 8Q to Agent if such 10-K, registration statement K or other 10-Q is publicly available on the SEC’s E▇▇▇▇ website. The Borrower shall cooperate with the Agent in connection with the publication of certain materials and/or information described in this Section 8.1 provided by or in Section 8.2 on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be deemed delivered by or on behalf of the Borrower to the Agent and the Lenders if such Form 10-K(collectively, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by “Information Materials”) pursuant to this Section and the Borrower shall designate Information Materials (a) that are either available to the public or not material with the SEC. If any such information is not filed or furnished by respect to the Borrower with and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information.” Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the SECLenders provided that such material is in a format reasonably acceptable to Agent, and such information material shall be deemed to have been delivered to Agent and the Agent Lenders upon Agent’s receipt thereof. Upon the request of Agent's receipt of such information from , the Borrower and the Guarantors shall deliver paper copies of the Compliance Certificate to Agent and the Lenders. The Borrower authorizes Agent and Arranger to disseminate any such materials, including without limitation the Information Materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agentan “Electronic System”). Any such Electronic System is provided “as is” and “as available.” The Agent shall distribute and the Arrangers do not warrant the adequacy of any Electronic System and expressly disclaim liability for errors or omissions in any notice, demand, communication, information or other material provided by or on behalf of Borrower that is distributed over or by any such non-SEC filed Electronic System (“Communications”). No warranty of any kind, express, implied or furnished information to the other Lendersstatutory, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Onlineany warranty of merchantability, IntraLinks fitness for a particular purpose, non-infringement of third-party rights or such freedom from viruses or other electronic platforms as the code defects, is made by Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy Arranger in connection with the Communications or completeness the Electronic System. In no event shall the Agent, the Arranger or any of their directors, officers, employees, agents or attorneys have any liability to the Borrower or the Guarantors, if any, any Lender or any other Person for damages of any information posted thereto kind, including, without limitation, direct or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lenderindirect, Borrower special, incidental or other Person consequential damages, losses or expenses (whether sounding in tort, contract or otherwise) arising out of the Borrower’s, any Guarantors’, the Agent’s or any Arranger’s transmission of Communications through the Electronic System, and the Borrower releases Agent, the Arrangers and the Lenders from any liability in connection therewith. Certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with respect to such Platform Persons’ securities. The Borrower hereby agrees that it will identify that portion of the Information Materials that may be distributed to the Public Lenders and that (i) all such Information Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Information Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Lenders and the Arrangers to treat such Information Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries, its Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, however, that such Information Materials that are not marked “PUBLIC” or filed on the SEC’s E▇▇▇▇ Website shall constitute confidential information, and they shall be treated as provided in §18.7); (iii) all Information Materials marked “PUBLIC” are permitted to be made available through a portion of any electronic dissemination system designated “Public Investor” or a similar designation; and (iv) the Agent and the Arrangers shall be entitled to treat any Information Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any electronic dissemination system not designated “Public Investor” or a similar designation. In the event that Agent receives paper copies of any material delivered pursuant to this §7.4 which is not made available by Intralinks, SyndTrak or any such other electronic information dissemination system (including any information referred or by posting to in Section 8.2 belowBorrower’s website), except Agent shall promptly deliver copies of such material to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgmenteach Lender.

Financial Statements, Certificates and Information. The Borrower and the Guarantor will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than ninety one hundred (90100) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024Guarantor, the audited Consolidated balance sheet of the Borrower Guarantor and its Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in capital shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a Deloitte & Touche, or by another "Big FourFive" accounting firm or another nationally recognized firm acceptable firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Guarantor will deliver to the Agent (and each of the foregoing with respect to the Borrower may be satisfied by delivery Banks a copy of the Form 10-K simultaneously with delivery to the SEC), a statement of the Borrower filed with Borrower's taxable net income for the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent)fiscal year, and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower Guarantor and its Subsidiaries; (b) as soon as practicable, but in any event not later than fortyfifty-five (4555) days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerfirst three (3) fiscal quarters of the Borrower and the Guarantor, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the Guarantor and its Subsidiaries, respectively, as at the end of such quarter, and the related unaudited Consolidated statements of income income, changes in shareholder's equity and cash flows for the portion of the Borrower’s 's and the Guarantor's, respectively, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles (the foregoing with respect which, as to the Borrower and its Subsidiaries for the first three quarters of any fiscal year Guarantor, may be satisfied provided by delivery of inclusion in the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference Guarantor for such period provided pursuant to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lendersubsection (c) below), together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance and the Guarantor, respectively, that the information contained in such financial statements fairly presents the financial position of the Borrower such Person and its Subsidiaries on the date thereof (subject to year-end adjustments); provided, however, that unless otherwise requested by the Agent or the Majority Banks, the Borrower shall not be required to deliver the balance sheets, statements or other matters required by this Section 7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Guarantor; (c) as soon as practicable, but in any event not later than fifty-five (55) days after the end of each of the first three (3) fiscal quarters of the Guarantor in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Guarantor will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than fifty-five (55) days after the end of the first three (3) fiscal quarters of the Borrower, copies of a Consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for the Borrower, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by the chief financial or chief accounting officer of the general partner of the Borrower, that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief principal financial or accounting officer of Guarantor and of the general partner of the Borrower or its Vice President – Finance in the form of Exhibit F B hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertytherein, and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (ef) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders stockholders of the Guarantor or the partners of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon as soon as practicable but in any event not later than fifty-five (55) days after the filing hereofend of each of the first three (3) fiscal quarters of the Borrower, copies of an updated rent roll aggregating information for all registration Real Estate and operating statements (other than and tenant sales reports with respect to all Real Estate with respect to such fiscal quarter, such statements and reports to be in form reasonably satisfactory to the exhibits thereto and any registration statements on Form S-8 or its equivalent)Agent; (h) upon reasonable request by as soon as practicable but in any event not later than one hundred (100) days after the Agentend of the fourth fiscal quarter of the Borrower, evidence an updated rent roll aggregating information for all Real Estate and rolling four (4) quarter operating statements and tenant sales reports with respect to all Real Estate, such statements and reports to be in form reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered PropertiesAgent; (i) not later than February 28 simultaneously with the delivery of each yearthe financial statements referred to in subsections (a) and (b) above, the Consolidated cash flow projections following with respect to each acquisition of an interest in Real Estate having a fair market value in excess of $10,000,000.00 by the Borrower or any of its Subsidiaries (which for the purposes of this Section 7.4(h) shall include the Investments described in Section 8.3(i), provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent reasonably available to the Borrower or its Subsidiaries): (i) the closing statement relating to such acquisition, (ii) a description of the property acquired, (iii) a certificate from the chief financial or accounting officer of the Borrower stating that (A) an environmental site assessment has been prepared by an environmental engineer and such assessment contains no material qualifications with respect to such Real Estate and (B) a statement of condition of such Real Estate has been prepared by a construction engineer and such statement contains no material qualifications, and (iv) a historical operating statement of such Real Estate for that year such period as may be available to the Borrower and the next two yearsa current rent roll for such Real Estate; (j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Guarantor; (k) promptly upon completion, copies of such market studies relating to the Real Estate as are from time to time prepared by or on behalf of the Borrower or its Subsidiaries; (l) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, each of the following with respect to each acquisition of an interest in a Subsidiary: (i) the name and structure of the Subsidiary, (ii) a description of the property owned by such Subsidiary, and (iii) such other information as the Agent may reasonably request; (m) simultaneously with the delivery of the financial statement referred to in subsection (a) above, a statement (i) listing the Real Estate owned by the Borrower and its Subsidiaries (or in which the Borrower or its Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Borrower and its Subsidiaries which are under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; (n) not later than thirty (30) days prior to the end of each fiscal year of the Borrower a budget and business plan for the next fiscal year; (o) as soon as practicable, but in any event not later than one hundred (100) days after the end of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related unaudited consolidated statements of income, changes in shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and accompanied by a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (provided, however, that Borrower shall not be required to provide such statements in the event that such statements would be substantially similar to the consolidated statements provided by the Guarantor); and (p) from time to time such other financial data and information in the possession of the Borrower Borrower, the Guarantor or its their respective Subsidiaries (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiariesthe Guarantor) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders which will be delivered by Agent to Lenders: (a) as soon as practicable, but in any event not later than ninety seventy-five (9075) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 20242005, the audited Consolidated balance sheet of the Borrower EPR and its Consolidated Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower EPR may be satisfied by delivery of the Form 10-K of the Borrower EPR filed with the SEC; , provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower Borrower, and its EPR's Subsidiaries; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the Borrower, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated statements of income and cash flows for the portion of the Borrower’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower EPR and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower EPR filed with the SEC; SEC provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance in the form of Exhibit F K hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 ss.9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date. Borrower shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of Exhibit J attached hereto pursuant to which the Borrower shall calculate the amount of the Borrowing Base as of the end of the immediately preceding fiscal quarter of the Borrower. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy copies of the statement statements of the Unencumbered Borrowing Base Property Net Operating Income for such fiscal quarter and on a trailing four-quarter basis for each of the Unencumbered Properties as Borrowing Base Properties, prepared on a group, basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Borrowing Base Property Net Operating Income of the Unencumbered Borrowing Base Properties for such periodperiods; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) upon reasonable request by the Agent on behalf of any Lender, as soon as practicable but in any event not later than forty-five (45) days after the end of the most recent fiscal quarter of Borrower (including the fourth fiscal quarter in each year), a Consolidated operating statement for the Borrowing Base Properties and as requested by Agent or any Lender, a Rent Roll for each of the Borrowing Base Properties and a copy of each Lease or amendment entered into with respect to a Borrowing Base Property during such quarter; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (fg) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating changeIntentionally deleted; (gh) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (hi) upon reasonable request by the Agent, Intentionally Deleted; (j) evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Borrowing Base Properties; (ik) not later than February 28 November 15 of each year, the Consolidated cash flow projections of the Borrower and its Subsidiaries for that year and the next two three years; (jl) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its SubsidiariesBorrower) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Closing Date; and. (km) promptly upon their becoming available, copies of all registration statements, filings, statements and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower . (which information may be in electronic form provided that such electronic form n) as soon as is reasonably acceptable to practicable, but in any event not later than forty-five (45) days after the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness end of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information each fiscal quarter (including any information referred to in Section 8.2 belowthe fourth quarter), except to statements of Exhibitor's EBITDAR for the extent such liability results from prior quarter and for the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgmenttrailing four quarters.

Financial Statements, Certificates and Information. The Borrower will deliver to the Agent: (a) as soon as practicable, but in any event not later than ninety (90) 95 days after the end of each fiscal year of the Borrower, commencing with Borrower and the fiscal year ending December 31, 2024Guarantor, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries and the Guarantor at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a Arth▇▇ ▇▇▇e▇▇▇▇ & ▇o. or by another "Big FourSix" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent)firm, and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower Borrower, together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and its Subsidiariesthat, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the Borrower (including the fourth quarter) of the Borrowerfiscal quarter in each year), copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in capital and cash flows for the portion of the Borrower’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)generally accepted accounting principles, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance General Partner that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the a statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guarantiesguarantees, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer of the General Partner in the form of Exhibit C hereto setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (e) contemporaneously simultaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders delivery of the Borrowerfinancial statements referred to in subsections (a) and (b) above and the Compliance Certificate referred to in subsection (d) above, a spreadsheet listing each parcel of Real Estate and its location, date of acquisition, size (square footage for office and retail assets; number of rooms for hotel/resort assets; and number of beds for behavioral healthcare facilities), occupancy level for the quarter most recently ended, cost (appraised value if acquired prior to October, 1995), rolling four quarter Net Income (actual lease payments received by the Borrower for hotel/resort assets and behavioral healthcare facilities) and for office building assets, the major tenants and percentage of gross leasable area occupied; (f) promptly after not later than 60 days following each acquisition of an interest in Real Estate by the Borrower or any of its Subsidiaries (which for the purposes of this Section 7.4(f) shall include the Investments described in Section 8.3(i)), each of the following (provided that with respect to the Investments described in Section 8.3(i), the following items shall be provided to the extent the same are reasonably available to the Borrower or its Subsidiaries): (i) a Rating Agency shall have announced description of the property acquired, and (ii) a change Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Banks under Section 6.4 or this Section 7.4 adjusted in the rating established best good-faith estimate of the Borrower to give effect to such acquisition and demonstrating that no Default or deemed Event of Default with respect to have been established for the Index Debt, written notice of covenants referred to therein shall exist after giving effect to such rating changeacquisition; (g) promptly upon after they are filed with the filing hereofInternal Revenue Service, copies of all registration statements (other than annual federal income tax returns and amendments thereto of the exhibits thereto Borrower, the General Partner and any registration statements on Form S-8 or its equivalent)the Limited Partner; (h) upon reasonable request prior to the acquisition by the AgentBorrower of any Real Estate or interest therein costing in excess of $1,000,000.00, evidence reasonably satisfactory to Agent a statement of the timely payment Borrower that no Default or Event of all real estate taxes for the Unencumbered PropertiesDefault exists or would be caused as a result of such acquisition; (i) not later than February 28 five (5) Business Days after the Borrower receives notice of each yearthe same from either of the Rating Agencies or otherwise learns of the same, notice of the Consolidated cash flow projections issuance of any change in the rating by either of the Rating Agencies in respect of any debt of the Borrower for (including any change in an Implied Rating), together with the details thereof, and of any announcement by either of the Rating Agencies that year and any such rating is "under review" or that any such rating has been placed on a watch list or that any similar action has been taken by either of the next two yearsRating Agencies (collectively a "Rating Notice"); (j) such financial statements and other information with respect to CBHS as shall be reasonably required by the Agent to test compliance with the covenants contained in Section 9.10; and (k) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Lenders: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year, and the related audited Consolidated statements consolidated and consolidating statement of income, changes in capital income and consolidated statement of cash flows flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with GAAP, audited and accompanied by an auditor’s report prepared certified, without qualification and without an expression of uncertainty as to the scope of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K ability of the Borrower filed with or any of its Subsidiaries to continue as going concerns, by Ernst & Young, LLP or other independent certified public accountants reasonably satisfactory to the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarter (including the fourth quarter) quarters of the Borrower, CLIF, ▇▇▇▇ ▇▇ and ▇▇▇▇ III, copies of the unaudited Consolidated consolidated balance sheet of (i) the Borrower and its Subsidiaries, (ii) CLIF, (iii) ▇▇▇▇ ▇▇ and (iv) CLIF III, in each case as at the end of such quarter, and the related unaudited Consolidated statements consolidated statement of income and consolidated statement of cash flows flow for the portion of the Borrower’s, CLIF’s, CLIF II’s or CLIF III’s, as the case may be, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)GAAP, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower and its Subsidiaries Subsidiaries, CLIF, ▇▇▇▇ ▇▇ or ▇▇▇▇ III, as the case may be, on the date thereof (subject to normal year-end adjustmentsadjustments made in accordance with GAAP and the absence of footnotes);; provided, however, that if any of CLIF, ▇▇▇▇ ▇▇ or ▇▇▇▇ III shall hold no assets and have no outstanding debt during any such fiscal quarter, such entity shall not be required to deliver the reports described in this clause (b). (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit D hereto (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) and setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, §10 and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All incomeBalance Sheet Date and (ii) a management report in the form of Exhibit J, expense and value associated together with Real Estate or other Investments disposed a bullet-point list of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income factors affecting market fluctuations analyzed separately for such fiscal quarter for the Unencumbered Properties as a group, and otherwise each business in form and substance as reasonably satisfactory acceptable to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial naturenature filed with the Securities and Exchange Commission; (e) (i) within fifteen (15) Business Days after the end of each calendar month, reports (ii) within five (5) Business Days of the Drawdown Date of each Revolving Credit Loan or proxy statements sent of the date of issuance, extension or renewal of each Letter of Credit, (iii) within five (5) Business Days prior to the shareholders date of any removal or sale of any assets from the BorrowerBorrowing Base other than asset sales made in the ordinary course of business in an aggregate amount not to exceed $1,000,000, and (iv) at each other time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month, Drawdown Date (which Borrowing Base Report shall give effect to the transactions to occur on such Drawdown Date), [sale or release date (which Borrowing Base Report shall give effect to such sale or release)] or other date so requested by the Agent; (f) promptly after as soon as available (but in no event later than March 31st of each year), a Rating Agency shall have announced a change in copy of the rating established or deemed to have been established annual consolidated budget for the Index Debt, written notice of such rating changeBorrower and its Subsidiaries for each fiscal year; (g) promptly upon together with the filing hereofquarterly financials delivered pursuant to §8.3(b), copies a separate calculation of all registration statements (other than the exhibits thereto utilization rate for the Eligible Containers as a group and any registration statements on Form S-8 or its equivalent);the Eligible Chassis as a group and a separate weighted average calculation of the per diem rate for the preceding fiscal quarter for the Eligible Containers as a group and the Eligible Chassis as a group; and (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditorsaccountants’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent or any Lender may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 20242002, the audited Consolidated balance sheet of the Borrower Borrower, Guarantor and its Consolidated Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a "Big FourFive" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower EPR may be satisfied by delivery of the Form 10-K of the Borrower EPR filed with the SEC; , provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent Lender be deemed delivered to Agent Lender nor shall any such information contained in any such prior filings be deemed delivered to AgentLender), and any other information the Agent Lenders may reasonably request to complete a financial analysis of the Borrower Borrower, EPR and its Subsidiaries, together with a written statement from such accountants to the effect that they have read this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Non-Advance Condition or Event of Default, or, if such accountants shall have obtained knowledge of any Non-Advance Condition or Event of Default they shall disclose in such statement any such Non-Advance Condition or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the Borrower, copies of the unaudited Consolidated balance sheet of the Borrower Borrower, Guarantor and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated statements of income and cash flows for the portion of the Borrower’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower EPR and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower EPR filed with the SEC; SEC provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower Borrower, Guarantor and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance in the form of Exhibit F K hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 ss.9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date. Borrower shall submit with the Compliance Certificate a Borrowing Base/Credit Event Amount Certificate in the form of Exhibit J attached hereto pursuant to which the Borrower shall calculate the amount of the Credit Event Maximum Outstanding Amount and the Borrowing Base as of the end of the immediately preceding fiscal quarter of the Borrower. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy copies of the statement statements of the Unencumbered Mortgaged Property Net Operating Income for such fiscal quarter and on a trailing four-quarter basis for each of the Unencumbered Properties as Mortgaged Properties, prepared on a group, basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Mortgaged Property Net Operating Income of the Unencumbered Mortgaged Properties for such periodperiods; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower Borrower, Guarantor and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change as soon as practicable but in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) event not later than February 28 forty-five (45) days after the end of each fiscal quarter of Borrower (including the fourth fiscal quarter in each year), the Consolidated cash flow projections a Rent Roll for each of the Borrower Mortgaged Properties and a Consolidated operating statement for that year the Mortgaged Properties, and the next two years; (j) from time to time such other financial data and information in the possession a copy of the Borrower each Lease or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower amendment entered into with respect to a Mortgaged Property during such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.quarter;

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year, and the related audited Consolidated statements consolidated statement of income, changes in capital income and consolidated statement of cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s report prepared certified, without qualification and without an expression of uncertainty as to the scope ability of the audit Borrower or any of its Subsidiaries to continue as going concerns, by a "Big Four" accounting firm or another nationally recognized firm acceptable independent certified public accountants satisfactory to the Agent (Administrative Agent, together with a written statement from such accountants to the foregoing with respect effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default. Notwithstanding any of the foregoing, the Borrower may be satisfied satisfy its obligation to deliver the foregoing financial information by delivery delivering copies of the Borrower’s annual report on Form 10-K in respect of such fiscal year, together with the financial statements required to be attached thereto; provided, that (x) the Borrower filed is required to file such annual report on Form 10-K with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference (y) such filing is actually made and (z) such annual report and financial statements are delivered within ninety (90) days after the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis end of each fiscal year of the Borrower and its Subsidiariesare otherwise in compliance with this §8.4(a); (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarter (including the fourth quarter) quarters in any fiscal year of the Borrower, copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated statements consolidated statement of income and consolidated statement of cash flows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)GAAP, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments). Notwithstanding any of the foregoing, the Borrower may satisfy its obligation to deliver the foregoing financial information by delivering copies of the Borrower’s quarterly report on Form 10-Q in respect of such fiscal year, together with the financial statements required to be attached thereto; provided, that (x) the Borrower is required to file such quarterly report on Form 10-Q with the SEC, (y) such filing is actually made and (z) such quarterly report and financial statements are delivered within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of the Borrower and are otherwise in compliance with this §8.4(b); (c) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of the Borrower, unaudited monthly consolidated financial statements of the Borrower and its Subsidiaries for such month setting forth in comparative form the figures from the actual historical figures for the previous year and a comparison setting forth the corresponding figures from the projected figures set forth in the projections described in §8.4(g) for such period, prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial condition of the Borrower and its Subsidiaries on the date thereof (subject to quarter-end and year-end adjustments); (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “the Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the Securities and Exchange Commission or proxy statements sent to the shareholders stockholders of the Borrower generally; (f) projections of the Borrower and its Subsidiaries updating those projections delivered to the Lenders and referred to in §7.4.3 and if applicable, updating any later such projections delivered in response to a request pursuant to this §8.4(f); (g) a twelve-month forecast, including the consolidated balance sheet of the Borrower and its Subsidiaries and related consolidated statements of income and cash flow, to be delivered to the Lenders prior to January 15 of each fiscal year of the Borrower; (fh) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debtnot less than once during any twelve-month period, written notice of such rating change; (g) promptly upon the filing hereof, copies account numbers and location of all registration statements material bank accounts of the Borrower or any of its Restricted Subsidiaries (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request as reasonably determined by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties;Borrower) not otherwise listed on Schedule 7.21; and (i) not later than February 28 of each yearconcurrently with the financial statements delivered pursuant to clause (c) hereof, the Consolidated cash flow projections of the Borrower for that year and the next two yearsaccount receivable agings reports; (j) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ accountants, management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Administrative Agent or any Lender may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower and PSB will deliver or cause to be delivered to the Agent with sufficient copies for delivery to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024PSB, the audited Consolidated consolidated balance sheet of the Borrower PSB and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a Ernst & Young or by another "Big FourFive" accounting firm or another nationally recognized firm acceptable firm, the Form 10-K filed by PSB with the SEC (unless the SEC has approved an extension, in which event PSB will deliver to the Agent (and each of the foregoing with respect to the Borrower may be satisfied by delivery Banks a copy of the Form 10-K of the Borrower filed simultaneously with delivery to the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent Banks may reasonably request need to complete a financial analysis of PSB and its Subsidiaries or the Borrower and its Subsidiaries, together with a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerfirst three fiscal quarters of PSB, (i) copies of Form 10-Q filed by PSB with the SEC, or in the event that PSB is not required to file a Form 10-Q, then (ii) copies of the unaudited Consolidated consolidated balance sheet of the Borrower PSB and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in shareholder's equity and cash flows for the portion of the Borrower’s PSB's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)generally accepted accounting principles, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance PSB that the information contained in such financial statements fairly presents the financial position of the Borrower PSB and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) aboveabove and within thirty (30) days of the filing by PSB of a Form 8-K with the SEC, or the filing with the SEC of any other document amending any other filing made by PSB, a statement (a “"Compliance Certificate”") certified by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance and PSB in the form of Exhibit F B hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 ss.9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertytherein, and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall also be accompanied by a copy the following: (i) copies of the statement consolidated statements of the Unencumbered Property Net Operating Income for such fiscal quarter for each of the Unencumbered Properties as Borrowing Base Properties, prepared on a group, basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent. All income, together expense and value associated with Unencumbered Borrowing Base Properties disposed of during any quarter will be eliminated from calculations, where applicable; (ii) a list setting forth the following information with respect to each new Subsidiary of the Borrower or PSB (except for any Subsidiaries that are not required to become Guarantors pursuant to ss.5.2): (A) the name and structure of the Subsidiary, (B) a description of the property owned by such Subsidiary, and (C) such other information as the Agent may reasonably request; and (iii) a list of the Unencumbered Borrowing Base Properties and the certification by of the chief financial or chief accounting officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents Unencumbered Borrowing Base Properties comply with the Unencumbered Property Net Operating Income terms of the Unencumbered Properties for such periodss.ss.6.17, 6.20 and 7.13; (d) contemporaneously concurrently with the delivery of the financial statements referred to described in clause subsection (ab) above, a certificate signed by the statement of all contingent liabilities involving amounts of $1,000,000.00 President or more Chief Financial Officer of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred PSB to in the notes thereto (includingeffect that, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of othershaving read this Agreement, and obligations based upon an examination which they deem sufficient to reimburse enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the issuer in facts with respect of any letters of credit)thereto; (e) concurrently with the delivery of the financial statement referred to in ss.7.4(a), a certification that ss.7.8 has been satisfied with respect to the Unencumbered Borrowing Base Properties; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders partners or stockholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established Borrower or deemed to have been established for the Index DebtPSB, written notice of such rating changeas applicable; (g) promptly upon after they are filed with the filing hereofInternal Revenue Service, copies of all registration statements (other than annual federal income tax returns and amendments thereto of each of the exhibits thereto Borrower and any registration statements on Form S-8 or its equivalent)PSB; (h) upon reasonable the request of Agent (which request for any particular item described in (A), (B) or (C), so long as no Event of Default has occurred, shall not be made by Agent more frequently than once each calendar year) (A) a statement (i) listing the Real Estate owned by the AgentBorrower, evidence PSB and their respective Subsidiaries (or in which such Person owns an interest) and stating the location thereof, the date acquired, the acquisition cost, its Net Rentable Area, its occupancy level for the quarter most recently ended, its Net Operating Income for rolling two (2) quarters, and major tenants and percentage of Net Rentable Area occupied, (ii) listing the Indebtedness of PSB and its Subsidiaries (excluding Indebtedness of the type described in ss.8.1(b)-(e)), which statement shall include, without limitation, a statement of the current outstanding amount of such Indebtedness and unfunded amounts available under any such facilities, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of PSB and its Subsidiaries which are under "development" (as used in ss.8.9) and providing a brief summary of the status of such development, (B) a summary Rent Roll with respect to the Unencumbered Borrowing Base Properties in a form reasonably satisfactory to Agent of the timely payment of Agent, and (C) operating statements for any and/or all real estate taxes for the Unencumbered Borrowing Base Properties; (i) not later than February 28 upon the request of each yearAgent following the occurrence of a material capital event affecting Borrower or PSB, projected compliance with the Consolidated cash flow projections of the Borrower for that year covenants set forth in ss.ss.7.13, 8.1, 8.2, 8.3, 8.7, 8.9 and the next two years;Article 9; and (j) from time to time such other financial data and information in the possession of the Borrower Borrower, PSB or its their respective Subsidiaries (including without limitation auditors’ ' management letters, status evidence of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating theretopayment of taxes, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiariesany of such Persons) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrowers will deliver to the Agent with sufficient copies for each of the Lenders: (a) as soon as practicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the each Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of each Borrower and its subsidiaries and of the Borrower Borrowers collectively and their subsidiaries on a combined basis at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPGenerally Accepted Accounting Principles, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "Big Four" nationally recognized accounting firm or another nationally recognized firm reasonably acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request require to complete a financial analysis of the Borrower Borrowers, together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and its Subsidiariesthat, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Agent or the Lenders for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of the Borrowers (including the fourth quarter) of the Borrowerfiscal quarter in each year), copies of the unaudited Consolidated consolidated balance sheet of each Borrower and its Consolidated subsidiaries and of the Borrower Borrowers collectively and their Consolidated subsidiaries on a combined basis as at of the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in capital and cash flows for the portion of the Borrower’s Borrowers’ fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP Generally Accepted Accounting Principles (other than the foregoing with respect inclusion of footnotes) and in addition a calculation of Operating Cash Flow, Excess Cash Flow, Total Debt Ratio, Hotel Net Operating Income and Net Operating Income for all Properties Under Construction or otherwise subject to §8.9, Woodlands Operating Payments, Woodlands Operating Distributions, Net Income of Woodlands Operating and the Distributions to be made to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery parties or other beneficial owners of the Form 10Borrowers for such period (or if such amounts relate to a prior period as permitted by §8.7(i)) and any other terms defined in this Agreement, and showing any variations for such quarter and the year-Q to-date of actual operations from the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)Budget, together with a certification by the chief financial officer Principal Financial Officer of the each Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower Borrowers and its Subsidiaries their respective Consolidated subsidiaries on the date thereof (subject to year-year end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the a statement of all contingent liabilities involving amounts in excess of $1,000,000.00 or more 100,000.00 of the each Borrower and its their respective Restricted Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guarantiesguarantees, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (d) [Intentionally omitted]. (e) contemporaneously not later than sixty (60) days after the end of the first three fiscal quarters of the Borrowers and not later than one hundred twenty (120) days after the end of each fiscal year of the Borrowers, a statement (a “Compliance Certificate”) certified by the Principal Financial Officer of each Borrower in the form of Exhibit E hereto setting forth in reasonable detail computations evidencing compliance with the filing or mailing thereofcovenants contained in §9 and the other covenants described therein, copies of all material of a financial nature, reports or proxy statements sent and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the shareholders of the BorrowerBalance Sheet Date; (f) promptly after simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above and the Compliance Certificate referred to in subsection (e) above, a Rating Agency shall have announced spreadsheet listing each parcel of income-producing Real Estate and its location, whether such Real Estate is owned by a change Borrower or one of their respective Restricted Subsidiaries, its size (square footage for office and retail assets; number of apartments for multifamily; number of rooms for hotel/lodging/resort assets), occupancy level as of the quarter most recently ended, current quarter net income and partnership distributions and such other information as Agent may reasonably request, a specific listing of any new Eligible Accounts Receivable proposed to be included in the rating established Borrowing Base, a listing of each Vertical Commercial Improvements project under construction or deemed development, the budgeted cost of completing such project (on a fully developed basis including land) of Commercial Company, Land Company and their respective Restricted Subsidiaries and Unrestricted Subsidiaries, the amount expended and the remaining costs to have been established be incurred, whether each such project constitutes a Speculative Development, the status of completion, the estimated completion date, the status of leasing and the summary and breakdown of the sources of capital for the Index Debt, written notice of such rating changeconstruction and development; (g) promptly upon not later than five (5) days after the filing hereofend of each calendar month, copies a statement certified by an Authorized Officer of all registration statements (other than each Borrower that each sale of Undeveloped Residential Land or Developed Residential Land for the exhibits thereto preceding calendar month was for fair market value as a result of an arm’s-length sale of such Property in the ordinary course of such Borrower’s business to a party that was not an Affiliate of any Borrower, any General Partner, any Second Tier Partner, any Third Tier Partner or any Guarantor, and that any registration statements on Form S-8 easements, subdivision plats, road dedications, restrictions or its equivalent)similar agreements consented or subordinated to by the Title Insurance Company pursuant to the Tri-Party Agreement during the preceding calendar month shall not have any material negative impact to the Collateral; (h) upon reasonable request if requested by the Agent, evidence reasonably satisfactory to Agent copies of all annual federal income tax returns and amendments thereto of the timely payment of all real estate taxes for the Unencumbered PropertiesBorrowers; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years[Intentionally omitted]; (j) not later than forty-five (45) days after the end of each fiscal quarter of the Borrowers (including the fourth fiscal quarter in each year), a statement, certified as true and correct by the Principal Financial Officer of each Borrower, of all recourse and Non-Recourse Indebtedness of each Borrower and their respective Restricted Subsidiaries as of the end of such fiscal quarter, including, with respect to each such Indebtedness, the outstanding principal amount as of the end of such fiscal quarter, the amount remaining undisbursed, if any, the maturity date and any extension options, the required monthly payments of principal and interest, the identity of the lender, the interest rate, the collateral for such Indebtedness and whether such Indebtedness is recourse or non-recourse; (k) not later than ten (10) days after approval by each Borrower’s executive committee, the Budget for the next calendar year. Such Budget shall be in form reasonably satisfactory to the Agent and shall be submitted to the Agent together with a narrative description of the assumptions upon which the Budget is based and such other information as the Agent may request; (l) at such times as Agent shall determine in its discretion (but, so long as no Event of Default has occurred and is continuing, not more frequently than once each calendar year), Borrower shall deliver to Agent such title updates, UCC searches or other evidence as Agent may reasonably require to show that the Security Documents create a first lien and security interest in the Collateral; and (m) from time to time such other financial data and information in the possession of the Borrower Borrowers, their respective Restricted Subsidiaries or its their respective Unrestricted Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating theretomarket comparable studies, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower Borrowers or its their respective Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Lenders: (a) as soon as practicable, but in any event not later than ninety eighty (9080) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024Parent, the audited Consolidated consolidated balance sheet of the Borrower Parent and its subsidiaries, as at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital income and audited consolidated statements of cash flows for such yearflow, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements (i) to be in reasonable detail, prepared in accordance with GAAP, GAAP and accompanied by an auditor’s report prepared the requirements of the Securities and Exchange Commission (the “SEC”) and (ii) to be certified without qualification and without an expression of uncertainty as to the scope ability of the audit Parent, the Borrower or any of the Subsidiaries to continue as going concerns, by a "Big Four" accounting firm Ernst & Young LLP or another nationally recognized firm acceptable by other independent certified public accountants reasonably satisfactory to the Administrative Agent (provided that the foregoing absences of such qualification or expression shall not be required with respect to any year prior to the Borrower may be satisfied by delivery fiscal year ending February 28, 2013), together with a written statement from such accountants to the effect that, in making the examination necessary to said certification, they have obtained no knowledge of the Form 10-K any Default or Event of the Borrower filed with the SEC; providedDefault related to or arising from accounting matters, howeveror, that if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall such statement any such information contained in Default or Event of Default; provided that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis Default or Event of the Borrower and its SubsidiariesDefault; (bi) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerfiscal quarters of the Parent, copies of the unaudited Consolidated consolidated balance sheet sheets of the Borrower Parent and its subsidiaries as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income and cash flows for the portion of the Borrower’s fiscal year quarter then elapsedended, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)SEC requirements, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Parent, the Borrower and its Subsidiaries their respective subsidiaries on the date thereof (subject to year-end adjustments); (ii) during the Suspension Period, as soon as practicable, but in any event not later than thirty (30) days after the end of each month, copies of the unaudited consolidated balance sheets of the Parent and its subsidiaries as at the end of such month, and the related consolidated statements of income for the fiscal month then ended, all in reasonable detail and prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements fairly presents the financial position of the Parent, the Borrower and their respective subsidiaries on the date thereof (subject to year-end and quarter-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (bb)(i) above, (i) a statement certified by the principal financial or accounting officer of the Borrower in substantially the form of Exhibit E hereto or any other form acceptable to the Administrative Agent (a “Compliance Certificate”) certified by and certifying that no Default or Event of Default is then continuing or describing the chief financial officer nature and duration of the Borrower any then continuing Default or its Vice President – Finance in the form Event of Exhibit F hereto (or in such other form as the Agent may approve from time to time) Default and setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, §11 and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by (ii) a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise schedule in form and substance detail reasonably satisfactory to the Agent, together Administrative Agent of computations of (x) Consolidated Net Income (along with a certification by schedule that reconciles the chief financial officer net income (or loss) of the Borrower Parent and its subsidiaries on a consolidated basis to the net income (or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (dloss) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto on a consolidated basis) and (including, without limitation, all guaranties, endorsements y) Consolidated EBITDA and other contingent obligations financial covenant-related calculations detailing the adjustments made to exclude Excluded Subsidiaries from such computations, in respect each case, prepared by the principal financial or accounting officer of the indebtedness Borrower, (iii) during the Suspension Period, a schedule in form and detail reasonably satisfactory to the Administrative Agent of othersthe amount of cash and cash equivalents as of the end of such fiscal quarter in each of the Parent's, the Borrower's and obligations each of the Subsidiary's deposit accounts and securities accounts, (iv) during the Suspension Period, a schedule in form and detail reasonably satisfactory to reimburse the issuer Administrative Agent tracking and detailing the existing Investments made pursuant to the terms of §10.3(j) and the replenishment in respect accordance with the terms of any letters the definition of credit)Investment and (v) during the Suspension Period, a schedule in form and detail reasonably satisfactory to the Administrative Agent tracking and detailing the Distributions of the Borrower made to the Parent and the reasons therefor; (ed) contemporaneously with promptly upon completion thereof and in any event no later than eighty (80) days after the filing or mailing thereof, copies beginning of all material of a financial nature, reports or proxy statements sent to the shareholders each fiscal year of the Borrower;, the Borrower’s annual operating budget in the form of consolidated financial projections for such fiscal year and prepared on a quarterly basis and setting forth projected operating results for each quarter in such fiscal year and for the fiscal year as a whole, including projections of operating cash flow together with a quarterly itemization of estimated taxes and Capital Expenditures for such fiscal year, which are prepared on the basis of reasonable assumptions; and (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (je) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwiseaccountants’ management letters) with respect to such Platform the condition or operations, financial or otherwise, of the Parent, the Borrower and the subsidiaries (including Excluded Subsidiaries) as the Administrative Agent or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgmentLender may reasonably request.

Financial Statements, Certificates and Information. Loan Parties will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders: (a) as soon as practicablewithin five (5) days of the filing of REIT’s Form 10-K with the SEC, if applicable, but in any event not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024calendar year, the audited Consolidated balance sheet of the Borrower REIT and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by an Authorized Officer or the chief financial officer or accounting officer of the REIT that the information contained in such financial statements fairly presents in all material respects the financial position of the REIT and its Subsidiaries, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "Big Four" accounting member firm of KPMG International Cooperative or another nationally recognized accounting firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied reasonably approved by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries; (b) as soon as practicablewithin five (5) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than forty-five sixty (4560) days after the end of each fiscal calendar quarter (including the fourth quarter) of the Borrowereach year, copies of the unaudited Consolidated consolidated balance sheet of the Borrower REIT and its Subsidiaries, as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income and cash flows for the portion of the BorrowerREIT’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)GAAP, together with a certification by an Authorized Officer or the chief financial officer or accounting officer of the Borrower or its Vice President – Finance REIT that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower REIT and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by an Authorized Officer or the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance REIT in the form of Exhibit F G hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) §9 setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date, with the Compliance Certificate for the quarter ending March 31, 2018 being prepared by the REIT on a good faith estimated basis. REIT shall submit with the Compliance Certificate an Unencumbered Asset Pool Certificate in the form of Exhibit F attached hereto pursuant to which the REIT shall calculate the amount of the Unencumbered Asset Pool Availability as of the end of the immediately preceding calendar quarter. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy copies of the statement statements of the Unencumbered Property Net Operating Income for such fiscal calendar quarter for each of the Unencumbered Properties as Eligible Real Estate Assets, prepared on a group, basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by an Authorized Officer or the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance REIT that the information contained in such statement fairly presents the Unencumbered Property in all material respects Net Operating Income of the Unencumbered Properties Eligible Real Estate Assets for such periodperiods; (d) contemporaneously simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 10,000,000 or more of the Borrower Loan Parties and its their Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a Rent Roll for each of the Eligible Real Estate Assets and a summary thereof in form reasonably satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter in each year), together with a listing of each tenant that has taken occupancy of such Eligible Real Estate Asset during each calendar quarter (including the fourth calendar quarter in each year), and (ii) a copy of each material Lease or material amendment to any material Lease entered into with respect to an Eligible Real Estate Asset during such calendar quarter (including the fourth calendar quarter in each year); (f) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, to the extent not included in public filings by or on behalf of REIT, and upon request by Agent, a statement (i) listing the material Real Estate owned by the Loan Parties and their Subsidiaries (or in which the Loan Parties or their Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Loan Parties and their Subsidiaries (excluding Indebtedness of the type described in §8.1(b)-(e)), which statement shall include, without limitation, a statement of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or non-recourse, and (iii) listing the properties of the Loan Parties and their Subsidiaries which are Development Properties and providing a brief summary of the status of such development; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders owners of the BorrowerParent Borrower or REIT; (fh) promptly after a Rating Agency shall have announced a change in to the rating established or deemed to have been established for extent requested by Agent, copies of all annual federal income tax returns and amendments thereto of the Index Debt, written notice of such rating changeLoan Parties; (gi) promptly upon the filing hereof, copies of all any registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent)) and any annual, quarterly or monthly reports and other statements and reports which Parent Borrower or REIT shall file with the SEC; (hj) upon reasonable request to the extent requested by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered PropertiesEligible Real Estate Assets; (ik) not later than February 28 January 31 of each year, a budget and business plan for the Consolidated cash flow projections of the Borrower Loan Parties and their Subsidiaries for that year and the next two years;such calendar year; and (jl) from time to time such other financial data and information in the possession of the Borrower Loan Parties or its their respective Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries Loan Parties and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its SubsidiariesLoan Parties) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerEPR, commencing with the fiscal year ending December 31, 20242011, the audited Consolidated balance sheet of the Borrower EPR and its Consolidated Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "“Big Four" ” accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower EPR and its Consolidated Subsidiaries may be satisfied by delivery of the Form 10-K of the Borrower EPR filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower EPR and its Subsidiaries; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the BorrowerEPR, copies of the unaudited Consolidated balance sheet of the Borrower EPR and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated statements of income and cash flows for the portion of the BorrowerEPR’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower EPR and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower EPR filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer or accounting officer of the Borrower or its Vice President – Finance EPR that the information contained in such financial statements fairly presents the financial position of the Borrower EPR and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer or other financial officer of the Borrower or its Vice President – Finance Borrowers in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. Borrowers shall submit with the Compliance Certificate an Unencumbered Availability Certificate in the form of Exhibit G attached hereto pursuant to which the Borrower shall calculate the amount of the Unencumbered Availability as of the end of the immediately preceding fiscal quarter of EPR. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy copies of the statement statements of the Unencumbered Property Net Operating Income for such fiscal quarter and on a trailing four-quarter basis for each of the Unencumbered Properties as Properties, prepared on a group, basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or other financial officer of the Borrower or its Vice President – Finance Borrowers that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such periodperiods; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower EPR and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) upon reasonable request by the Agent on behalf of any Lender, as soon as practicable but in any event not later than forty-five (45) days after the end of the most recent fiscal quarter of EPR (including the fourth fiscal quarter in each year), a Consolidated operating statement for the Unencumbered Properties and as requested by Agent or any Lender, a Rent Roll for each of the Unencumbered Properties and a copy of each Lease or amendment entered into with respect to a Unencumbered Property during such quarter; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the BorrowerEPR; (fg) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (gh) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (hi) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (ij) not later than February 28 November 15 of each year, the Consolidated cash flow projections of the Borrower EPR and its Subsidiaries for that year and the next two three years; (jk) from time to time such other financial data and information in the possession of the Borrower EPR or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the any Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiariesany Borrower) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower Borrowers with respect to such matters as has been made prior to the Effective Date; and; (kl) promptly upon their becoming available, copies of all registration statements, filings, statements and regular periodic reports, if any, that Borrower Borrowers shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower ; and (which information may be in electronic form provided that such electronic form m) as soon as is reasonably acceptable to practicable, but in any event not later than forty-five (45) days after the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness end of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information each fiscal quarter (including any information referred to in Section 8.2 belowthe fourth quarter), except to statements of Exhibitor’s EBITDAR for the extent such liability results from prior quarter and for the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgmenttrailing four quarters.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated balance sheet sheets of the Borrower and of the Company at the end of such year, and the related audited Consolidated statements of income, changes in capital operations and statements of cash flows and Funds From Operations for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPGenerally Accepted Accounting Principles on a consolidated basis including the Borrower and the Related Companies, and accompanied by an auditor’s report prepared without by Ernst & Young LLP or by another independent certified public accountant reasonably acceptable to the Agent 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; (b) not later than forty-five (45) days after the audit end of each of the first three (3) fiscal quarters of the Borrower, copies of the unaudited balance sheets of the Borrower and of the Company as at the end of such quarter, and the related unaudited statements of operations and statements of Funds From Operations for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with Generally Accepted Accounting Principles on a consolidated basis including the Borrower and the Related Companies, together with a certification by the principal financial or accounting officer of the Company that the information contained in such financial statements fairly presents the financial position of the Borrower and of the Company on the date thereof (subject to year-end adjustments); (c) not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters and not later than ninety (90) days after the end of the last fiscal quarter of each fiscal year of the Borrower, (i) copies of a statement of the aggregate Net Operating Income for such fiscal quarter for the Unencumbered Properties and a listing of such properties, prepared on a basis consistent with the statements furnished pursuant to §6.4(c), and certified by the Company pursuant to a certificate signed on the Company’s behalf by a "Big Four" accounting firm or another nationally recognized firm acceptable Responsible Officer of the Company and, (ii) at the time of the annual financial statements referred to in subsection (a) above, and, if requested by the Agent, at the time of quarterly financial statements referred to in paragraph (b) above, a statement setting forth the Net Operating Income for such fiscal quarter for each Unencumbered Property listed by address; (d) simultaneously with the delivery of the financial statements referred to in paragraphs (a) and (b) above, a Compliance Certificate in the form of Exhibit C hereto signed on the Company’s behalf by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained herein (including §§9.1 through 9.6) and, to the Agent extent required pursuant to §1.2(f), reconciliations to reflect changes in Generally Accepted Accounting Principles since the Balance Sheet Date, and including an updated Schedule 6.19, if required under §6.19; (e) not later than ninety (90) days after the foregoing with respect to end of each fiscal year of the Borrower may be satisfied by delivery Company, copies of the Form 10-K of the Borrower statement filed with the Securities and Exchange Commission (“SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any ”) for such information contained in any such prior filings be deemed delivered to Agent)fiscal year, and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the Borrower, copies of the unaudited Consolidated balance sheet of the Borrower as at the end of such quarter, and the related unaudited Consolidated statements of income and cash flows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower statement filed with the SEC; providedSEC for such fiscal quarter, however, provided that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within either case if the filings then being delivered to Lender be deemed delivered to Lender nor shall any SEC has granted an extension for the filing of such information contained in any such prior filings be deemed delivered to Lender)statements, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that shall deliver such statements to the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) Agent simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) filing thereof with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the BorrowerSEC; (f) promptly after a Rating Agency shall have announced a change in the rating established same are available, copies of each annual report, proxy or deemed financial statement or other report or communication sent to have been established for the Index Debtstockholders of the Borrower, written notice and copies of such rating changeall annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Agent pursuant hereto; (g) promptly upon the filing hereofpromptly, and in any event within five (5) Business Days after receipt thereof by any Related Company or any Subsidiary thereof, copies of all registration statements each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible material investigation or other than the exhibits thereto and inquiry by such agency regarding financial or other operational results of any registration statements on Form S-8 Related Company or its equivalent);any Subsidiary thereof; and (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (request including, without limitation, Syndtrak Online, IntraLinks financial statements of any Unconsolidated Entities. (i) the Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Agent or such other electronic platforms as Lender and (ii) the Borrower shall notify the Agent may elect from time (by telecopier or electronic mail), which shall notify each Lender, of the posting of any such documents and, upon request, provide to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding by electronic mail electronic versions (i.e., soft copies) of such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the documents. The Agent shall have no liability obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledge that (a) the Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel that do not wish to receive material non‑public information with respect to the Borrower or its Affiliates, or the respective securities of any nature whatsoever to any Lenderof the foregoing, Borrower or and who may be engaged in investment and other Person (whether sounding in tort, contract or otherwise) market-related activities with respect to such Platform Persons’ securities. The Borrower hereby agrees that so long as the Borrower, the Company or any Guarantor is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non‑public information (including any information referred to in Section 8.2 below), except with respect to the extent such liability results from Borrower, the gross negligence Company or willful misconduct any Guarantor or their respective securities for purposes of United States Federal and state securities laws, (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor” and (z) the Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” or that are marked “PRIVATE” as determined by being suitable only for posting on a court portion of competent jurisdiction in a final and nonappealable judgmentthe Platform not designated “Public Investor.” Notwithstanding the foregoing, neither the Borrower, the Company nor any Guarantor shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC.”

Financial Statements, Certificates and Information. Borrower will deliver or cause to be delivered to the Agent with sufficient copies for each of the Lenders which will be delivered by Agent to Lenders: (a) as soon as practicable, but in any event not later than ninety seventy-five (9075) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 20242007, the audited Consolidated balance sheet of the Borrower EPR and its Consolidated Subsidiaries at the end of such year, and the related audited Consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "“Big Four" ” accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower EPR and its Consolidated Subsidiaries may be satisfied by delivery of the Form 10-K of the Borrower EPR filed with the SEC; , provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower Borrower, and its EPR’s Subsidiaries; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the Borrower, commencing with September 30, 2007, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated statements of income and cash flows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower EPR and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower EPR filed with the SEC; SEC provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance in the form of Exhibit F K hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 §9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date. Borrower shall submit with the Compliance Certificate a Borrowing Base Certificate in the form of Exhibit J attached hereto pursuant to which the Borrower shall calculate the amount of the Borrowing Base as of the end of the immediately preceding fiscal quarter of the Borrower. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy copies of the statement statements of the Unencumbered Property Borrowing Base Assets Net Operating Income for such fiscal quarter and on a trailing four-quarter basis for each of the Unencumbered Properties as Borrowing Base Assets, prepared on a group, basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Borrowing Base Assets Net Operating Income of the Unencumbered Properties Borrowing Base Assets for such periodperiods; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) upon reasonable request by the Agent on behalf of any Lender, as soon as practicable but in any event not later than forty-five (45) days after the end of the most recent fiscal quarter of Borrower (including the fourth fiscal quarter in each year), a Consolidated operating statement for the Borrowing Base Assets and as requested by Agent or any Lender, a Rent Roll for each of the Borrowing Base Assets and a copy of each Lease or amendment entered into with respect to a Borrowing Base Asset during such quarter; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating changeEPR; (g) [Reserved]; (h) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (hi) upon reasonable request by the Agent, [Reserved]; (j) evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered PropertiesBorrowing Base Assets; (ik) not later than February 28 November 15 of each year, the Consolidated cash flow projections of the Borrower and its Subsidiaries for that year and the next two three years; (jl) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its SubsidiariesBorrower) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Closing Date; and. (km) promptly upon their becoming available, copies of all registration statements, filings, statements and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower . (which information may be in electronic form provided that such electronic form n) as soon as is reasonably acceptable to practicable, but in any event not later than forty-five (45) days after the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness end of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information each fiscal quarter (including any information referred to in Section 8.2 belowthe fourth quarter), except to statements of Exhibitor’s EBITDAR for the extent such liability results from prior quarter and for the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgmenttrailing four quarters.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the Agent with sufficient copies for delivery to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital shareholder's equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a Price Waterhouse Coopers, Ernst & Young or by another "Big FourFive" accounting firm or another nationally recognized firm acceptable firm, the Form 10-K filed with the SEC (unless the SEC has approved an extension, in which event the Borrower will deliver to the Agent (and each of the foregoing with respect to the Borrower may be satisfied by delivery Banks a copy of the Form 10-K of the Borrower filed simultaneously with delivery to the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower and its Subsidiaries, together with a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to the Agent or the Banks for failure to obtain knowledge of any Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each of the first three fiscal quarter (including the fourth quarter) quarters of the Borrower, (i) copies of Form 10-Q filed with the SEC, or in the event that the Borrower is not required to file a Form 10-Q, then (ii) copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in shareholder's equity and cash flows for the portion of the Borrower’s 's fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)generally accepted accounting principles, together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) aboveabove and within thirty (30) days of the filing by the Borrower of a Form 8-K with the SEC, or the filing with the SEC of any other document amending any other filing made by the Borrower, a statement (a “"Compliance Certificate”") certified by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance in the form of Exhibit F EXHIBIT E hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertytherein, and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Balance Sheet Date. The Compliance Certificate shall also be accompanied by the following: (i) a Borrowing Base Certificate in the form attached to the Compliance Certificate pursuant to which the Borrower shall calculate the amount of the Borrowing Base as of the end of the immediately preceding fiscal quarter of the Borrower. All income, expense and value associated with Real Estate or other Investments Unencumbered Borrowing Base Properties disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy copies of the statement statements of the Unencumbered Property Net Operating Income for such fiscal quarter for each of the Unencumbered Properties as Borrowing Base Properties, prepared on a group, basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Borrowing Base Properties for such periods; (ii) a statement of Consolidated EBITDA for such fiscal quarter for the Borrower and its Subsidiaries, prepared on a basis consistent with the statement furnished pursuant to Section 6.4, together with a certification by the chief financial or chief accounting officer of the Borrower that the information contained in such statement fairly presents the Consolidated EBITDA of the Borrower and its Subsidiaries for such period; (diii) contemporaneously a consolidated operating statement and a summary Rent Roll with respect to the delivery Unencumbered Borrowing Base Properties in a form reasonably satisfactory to the Agent; (iv) a list setting forth the following information with respect to each new Subsidiary of the financial statements referred to Borrower: (A) the name and structure of the Subsidiary, (B) a description of the property owned by such Subsidiary, and (C) such other information as the Agent may reasonably request; (v) a statement (A) listing the Real Estate owned by the Borrower and its Subsidiaries (or in clause (awhich the Borrower or its Subsidiaries owns an interest) aboveand stating the location thereof, the date acquired, the acquisition cost, its Net Rentable Area, its occupancy level for the quarter most recently ended, its Net Operating Income for rolling two (2) quarters, and major tenants and percentage of Net Rentable Area occupied, (B) listing the Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of the type described in Section 8.1(b)-(e)), which statement shall include, without limitation, a statement of all contingent liabilities involving the current outstanding amount of such Indebtedness and unfunded amounts of $1,000,000.00 available under any such facilities, the holder thereof, the maturity date and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is recourse or more non-recourse, and (C) listing the properties of the Borrower and its Subsidiaries which are not reflected under "development" (as used in Section 8.9) and providing a brief summary of the status of such development; and (vi) a list of the Unencumbered Borrowing Base Properties and the certification of the chief financial or chief accounting officer of the Borrower that the Unencumbered Borrowing Base Properties comply with the terms of Sections 6.17, 6.20 and 7.13; (d) concurrently with the delivery of the financial statements described in subsection (b) above, a certificate signed by the President or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect Chief Financial Officer of the indebtedness of othersBorrower to the effect that, having read this Agreement, and obligations based upon an examination which they deem sufficient to reimburse enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the issuer in facts with respect of any letters of credit)thereto; (e) concurrently with the delivery of the financial statement referred to in Section 7.4(a), a certification that Section 7.8 has been satisfied with respect to the Unencumbered Borrowing Base Properties; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders stockholders of the Borrower; (fg) promptly after a Rating Agency shall have announced a change in they are filed with the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereofInternal Revenue Service, copies of all registration statements (other than annual federal income tax returns and amendments thereto of each of the exhibits thereto Borrower and any registration statements on Form S-8 or its equivalent)Guarantors; (h) upon reasonable request by not later than five (5) Business Days after the Agent, evidence reasonably satisfactory to Agent Borrower receives notice of the timely payment same from any Rating Agency or otherwise learns of all real estate taxes for the Unencumbered Propertiessame, notice of the issuance of any change in the Rating by any Rating Agency in respect of any debt of the Borrower (including any change in a Rating), together with the details thereof, and of any announcement by such Rating Agency that any such Rating is "under review" or that any such Rating has been placed on a watch list or that any similar action has been taken by such Rating Agency (collectively a "Rating Notice"); (i) not later than February 28 of as soon as practicable, and, in any event, within sixty (60) days after each yearJune 30 and December 31, projected consolidated cash flows for Borrower and its Subsidiaries for the Consolidated cash flow projections of the Borrower for that year current fiscal quarter and the next two yearsimmediately following four (4) fiscal quarters; (j) upon the request of Agent following the occurrence of a material capital event affecting Borrower, projected compliance with the covenants set forth in Sections 7.13, 8.1, 8.2, 8.3, 8.7, 8.9 and Article 9; and (k) from time to time such other financial data and information in the possession of the Borrower or its respective Subsidiaries (including without limitation auditors’ ' management letters, status evidence of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating theretopayment of taxes, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiariesany of such Persons) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver to the Lender: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year, and the related audited Consolidated statements consolidated statement of income, changes in capital income and consolidated statement of cash flows flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s report prepared certified, without qualification and without an expression of uncertainty as to the scope ability of the audit Borrower or any of its Subsidiaries to continue as going concerns, by a "Big Four" accounting firm Ernst & Young LLP or another nationally recognized firm acceptable by other independent certified public accountants, and, when it becomes available, the management letter from such accountants; provided that except for such management letter, this paragraph (a) shall not apply to the Agent (the foregoing any fiscal year with respect to which the Borrower may be satisfied by delivery shall have timely filed (without reliance on Rule 12b-25 under the Securities Exchange Act of 1934, as amended) with the Securities and Exchange Commission a Form 10-K containing such audited financial statements and certification if such Form 10-K is accompanied by the certifications required by Item 601(b)(31) and (32) of the Borrower filed Regulation S-K (or any successor provision) and otherwise complies in all material respects with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any requirements of such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiariesform; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarter (including the fourth quarter) quarters of the Borrower, copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, and the related unaudited Consolidated statements consolidated statement of income and consolidated statement of cash flows flow for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (excluding the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters absence of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lenderfootnotes), together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance on the Borrower’s behalf (and not in such officer’s individual capacity) that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); provided that this paragraph (b) shall not apply to any fiscal quarter with respect to which the Borrower shall have timely filed (without reliance on Rule 12b-25 under the Securities Exchange Act of 1934, as amended) with the Securities and Exchange Commission a Form 10-Q containing such financial information if such Form 10-Q is accompanied by the certifications required by Item 601(b)(31) and (32) of Regulation S-K (or any successor provision) and otherwise complies in all material respects with the requirements of such form; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officer of the Borrower on the Borrower’s behalf (and not in such officer’s individual capacity) in substantially the form of Exhibit B hereto (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) and setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and §10 as of the other covenants described in such certificate, including, without limitation, a listing end of each Unencumbered Property, the applicable fiscal period and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with as soon as practicable, but in any event not later than thirty (30) days after the delivery end of each fiscal year of the financial statements referred to in clause (a) aboveBorrower, its annual budget for the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit)succeeding fiscal year; (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial naturenature filed with the Securities and Exchange Commission and not provided pursuant to subsections (a), reports or proxy statements sent to the shareholders of the Borrower; (fb) and (c) above, and promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereofreceipt thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent);accountants management letters; and (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (jf) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent Lender may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to each of the Banks: (a) as soon as practicable, but in any event not later than ninety (90) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the audited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital shareholders' equity and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPgenerally accepted accounting principles, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a Ernst & Young LLP or by another "Big FourSix" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of firm, the Form 10-K of the Borrower filed with the SEC; providedSEC (unless the SEC has approved an extension, however, that in no which event shall any reference the Borrower will deliver to any prior the Agent and each of the Banks a copy of the Form 10-Ks K simultaneously with delivery to the SEC), together with the unaudited annual operating statement of each Mortgaged Property and Collateral Property (which statement shall also be reconciled to the budget for the Mortgaged Property and the Collateral Property), together with a certification by Borrower's chief financial or Proxy Statements which may be incorporated by reference within chief accounting officer that the filings then being delivered to Agent be deemed delivered to Agent nor shall any information contain in such information contained in any statement fairly presents the operations of the Mortgaged Property and the Collateral Property for such prior filings be deemed delivered to Agent)period, and any other information the Agent Banks may reasonably request need to complete a financial analysis of the Borrower and its SubsidiariesBorrower; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each fiscal quarter of the Borrower (including the fourth quarter) of the Borrower), copies of the unaudited Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in shareholders' equity and cash flows for the portion of the Borrower’s 's fiscal year then elapsed, and the unaudited operating statement for the Mortgaged Property and the Collateral Property for such quarter and year-to-date (which statement shall also be reconciled to the budget for the Mortgaged Property and the Collateral Property), all in reasonable detail and prepared in accordance with GAAP generally accepted accounting principles (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year which may be satisfied provided by delivery of inclusion in the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference for such period provided pursuant to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lendersubsection (c) below), together with a certification by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries and the operations of the Mortgaged Property and the Collateral Property on the date thereof (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than 45 days after the end of each of the first three fiscal quarters of the Borrower in each year, copies of Form 10-Q of the Borrower filed with the SEC (unless the SEC has approved an extension in which event the Borrower will deliver such copies of the Form 10-Q to the Agent and each of the Banks simultaneously with delivery to the SEC); (d) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of the Borrower (including the fourth fiscal quarter in each year), copies of a consolidated statement of Operating Cash Flow for such fiscal quarter for the Borrower and its Subsidiaries and a statement of Operating Cash Flow for such fiscal quarter for each of the Mortgaged Property and the Collateral Property, prepared in a manner reasonable satisfactory to the Agent, together with a certification by the Borrower's chief financial or chief accounting officer that the information contained in such statement fairly presents the Operating Cash Flow of the Borrower and its Subsidiaries and the Mortgaged Property and the Collateral Property for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance in the form of Exhibit F C hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property9, and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (df) contemporaneously concurrently with the delivery of the financial statements referred to described in clause subsections (ab) and (c) above, a certificate signed by the statement of all contingent liabilities involving amounts of $1,000,000.00 President or more Chief Financial Officer of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (includingeffect that, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of othershaving read this Agreement, and obligations based upon an examination which they deem sufficient to reimburse enable them to make an informed statement, there does not exist any Default or Event of Default, or if such Default or Event of Default has occurred, specifying the issuer in facts with respect of any letters of credit)thereto; (eg) contemporaneously with the filing filing, mailing or mailing releasing thereof, copies of all press releases and all material of a financial nature, reports nature filed with the SEC or proxy statements sent to all of the shareholders stockholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by as soon as practicable but in any event not later than 45 days after the Agentend of each fiscal quarter of the Borrower (including the fourth fiscal quarter in each year), evidence updated Rent Rolls with respect to the Mortgaged Property and the Collateral Property and a summary of each Rent Roll in form reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered PropertiesMajority Banks; (i) not later than February 28 30 days following each acquisition of an interest in Real Estate by the Borrower or any of its Subsidiaries (which for the purposes of this Section 7.4(h) shall include the Investments described in Section 8.3(j)), each yearof the following: (i) a description of the property or note acquired, (ii) an environmental site assessment prepared by an Environmental Engineer stating no material qualification with respect to such Real Estate or property, and (iii) a Compliance Certificate prepared using the Consolidated cash flow projections financial statements of the Borrower for most recently provided or required to be provided to the Banks under Section 6.4 or this Section 7.4 adjusted in the best good-faith estimate of the Borrower to give effect to such acquisition and demonstrating that year and no Default or Event of Default with respect to the next two yearscovenants referred to therein shall exist after giving effect to such acquisition; (j) as soon as practicable, but in any event not later than 30 days prior to the beginning of each calendar year, the annual operating budget for each of the Mortgaged Property and the Collateral Property, in form and substance satisfactory to the Majority Banks; (k) as soon as practicable, but in any event not later than 30 days prior to the beginning of each calendar year, the annual operating budget for each of the Mortgaged Property and the Collateral Property, in form and substance satisfactory to the Majority Banks; (l) as soon as practicable but in no event later than the 15th day of each calendar month, a summary of each Rent Roll with respect to the Mortgaged Property and the Collateral Property in form reasonably satisfactory to the Majority Banks; (m) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax returns and amendments thereto of the Borrower and the Guarantor; (n) not later than 45 days after the end of each fiscal quarter of the Borrower (including the fourth fiscal quarter in each year), the market comparable study conducted by the Borrower's internal staff or its property managers, and at other times copies of such market studies relating to the Mortgaged Property as are from time to time prepared by or on behalf of the Borrower; (o) within five (5) days of the funding of any amount pursuant to the EQR Preferred Equity Commitment, notice of such funding and the amount thereof; (p) as soon as practicable, but in any event not later than two (2) Business Days after the Borrower acquires knowledge of the same, (i) written notice that EQR has notified the Borrower of a refusal to fund an amount pursuant to the EQR Preferred Equity Commitment, or notice of its intention to so refuse to make an advance, (ii) a claim by EQR of an event of default or default by Borrower under the EQR Preferred Equity Commitment, or (iii) the occurrence of any of the events described in Section 12.1(h), (i) or (j) with respect to EQR; (q) notice of the occurrence of the Adjustment Date within five (5) days of the occurrence of the same; and (r) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ ' management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its SubsidiariesBorrower) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. The Company will, and will cause each of its Subsidiaries to, deliver to each of the Noteholders: (a) as soon as practicable, but in any event not later than ninety (90) within 90 days after the end of each fiscal year of (or such earlier date as may be required by the Borrower, Commission) commencing with the fiscal year ending December 31, 20242002, a copy of the audited Consolidated consolidated balance sheet of the Borrower at Company and its Subsidiaries as the end of such year, and the related audited Consolidated together with consolidated statements of income, changes in capital retained earnings and cash flows of the Company and its Subsidiaries for such year, audited and certified by independent public accountants of recognized national standing reasonably satisfactory to the Board of Directors, prepared in accordance with generally accepted accounting principles consistently applied, and certified without qualification by any nationally-recognized independent certified public accountants, together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default, each setting of the foregoing balance sheets and statements to set forth in comparative form the corresponding figures for the previous prior fiscal year period and all such statements to be in reasonable detail, prepared in accordance with GAAP, include a brief written discussion and accompanied analysis by an auditor’s report prepared without qualification as to the scope management of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiariesresults shown therein; (b) as soon as practicable, but in any event not later than forty-five (45) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such earlier date as may be required by the Commission) commencing with the fiscal quarter (including the fourth quarter) of the Borrowerending March 30, copies 2003 a copy of the unaudited Consolidated consolidated balance sheet of the Borrower Company and its Subsidiaries as at of the end of such quarter, fiscal quarter and the related unaudited Consolidated consolidated statements of income, retained earnings and cash flows for the Company and its Subsidiaries for such fiscal quarter and for the year to date, each of the foregoing balance sheets and statements to set forth in comparative form the corresponding figures for the prior fiscal period and to include a brief written discussion and analysis by management of the results shown therein; (c) for so long as any senior lender of the Company shall require the delivery of such financial information, within 30 days after the end of each month commencing with the month ending October 31, 2002, a copy of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and the unaudited consolidated statements of income and cash flows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower Company and its Subsidiaries for such month and for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SECto date; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments);and (cd) simultaneously with the delivery of the financial statements referred to in subsections clause (a) and (b) aboveof this Section 6.4, a statement (a “Compliance Certificate”) certified by the chief principal financial or accounting officer of the Borrower or its Vice President – Finance Company in the form of Exhibit F 6.4(d) hereto (or in such other form as the Agent may approve from time to time) and setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, Article VIII and (if applicable) setting forth reconciliations to reflect material changes in GAAP generally accepted accounting principles since the Effective Date. All incomeBalance Sheet Date (a "Compliance Certificate") and, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit)an annual accountant's management letter; (e) contemporaneously within 90 days after the end of each fiscal year commencing with the filing or mailing thereofyear ending December 31, copies of all material of 2002, a financial nature, reports or proxy statements sent to the shareholders copy of the Borrowerannual consolidated operating budget and financial projections of the Company and its Subsidiaries for the then current fiscal year, certified by the principal financial or accounting officer of the Company, together with management's written discussion and analysis of such budget and financial projections; (f) promptly promptly, and in any event within five Business Days after a Rating Agency shall have announced a the sending or filing thereof, copies of (i) all proxy statements, financial statements, material change in reports and other material reports that the rating established Company or deemed any of its Subsidiaries sends to have been established for its stockholders, partners, or members (or equivalent persons thereto), copies of all regular, periodic and special reports and information forms, and all registration statements, prospectuses and information memoranda, that any of the Index DebtCompany or any of its Subsidiaries files with the Commission, written notice or with any national or international securities exchange, and copies of such rating change;all private placement or offering memoranda pursuant to which securities of the Company or any of its Subsidiaries that are exempt from registration under the Securities Act are proposed to be issues and sold thereby, and (ii) all financial information and reports provided to the Agent and/or the Banks under the Syndicated Facility Documents and the Vessel Financing Documents; and (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and business information in the possession as holders of at least 50% of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status principal amount of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent all Senior Notes then outstanding may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

Financial Statements, Certificates and Information. REA will deliver or cause to be delivered to each of the Lenders: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024REA, the audited Consolidated balance sheet of the Borrower REA at the end of such yearyear (both on a consolidated basis with the Borrower and their respective Subsidiaries and on an unconsolidated basis), and and, if requested, the related audited Consolidated statements of income, changes in capital and cash flows for such yearyear (both on a consolidated basis with the Borrower and their respective Subsidiaries and if requested by the Agent, on an unconsolidated basis), each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s 's report prepared without qualification as to the scope of the audit by a "Big FourSix" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent)firm, and any other information the Agent Lenders may reasonably request need to complete a financial analysis of REA, the Borrower and its their respective Subsidiaries, in any event together with a written statement from such accountants to the effect that they have read this Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default, or, if such accountants shall have obtained knowledge of any Default or Event of Default they shall disclose in such statement any such Default or Event of Default; (b) as soon as practicable, but in any event not later than forty-forty five (45) days after the end of each fiscal quarter (including the fourth quarter) of the Borrowerfirst three fiscal quarters of REA, copies of the unaudited Consolidated balance sheet of the Borrower REA as at the end of such quarterquarter (both on a consolidated basis with the Borrower and their respective Subsidiaries and if requested by the Agent, on an unconsolidated basis), and the related unaudited Consolidated statements of income income, changes in capital and cash flows for the portion of the Borrower’s REA's fiscal year then elapsedelapsed (both on a consolidated basis with the Borrower and their respective Subsidiaries and if requested by the Agent, on an unconsolidated basis), and a statement showing the aging of the receivables for the Mortgaged Properties, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender)GAAP, together with a certification by the chief financial officer or accounting officer of the Borrower or its Vice President – Finance REA that the information contained in such financial statements fairly presents the financial position of REA the Borrower and its their respective Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “"Compliance Certificate”") certified by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance REA in the form of Exhibit F H hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 9 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, certificate and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Balance Sheet Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy copies of the statements of Consolidated Operating Cash Flow for each such fiscal quarter and the preceding fiscal quarters for REA and a statement of the Unencumbered Property Gross Cash Receipts, Operating Expenses and Net Operating Income for each such fiscal quarter and the preceding fiscal quarter for each of the Unencumbered Properties as Mortgaged Properties, prepared on a group, basis consistent with the statements furnished to the Lenders prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer or chief accounting officer of the Borrower or its Vice President – Finance REA that the information contained in such statement fairly presents the Unencumbered Property Consolidated Operating Cash Flow, Net Operating Income Income, Gross Cash Receipts and Operating Expenses of REA and the Unencumbered Properties Mortgaged Properties, as applicable, for such periodperiods; (d) contemporaneously as soon as practicable but in any event not later than forty five (45) days after the end of each fiscal quarter of REA (including the fourth fiscal quarter in each year), an updated Rent Roll with respect to each Mortgaged Property, a summary of each such Rent Roll, and a leasing activity report with respect to each Mortgaged Property setting forth the efforts to market and lease the then unleased space in each Mortgaged Property and the results of such efforts; (e) simultaneously with the delivery of the financial statements statement referred to in clause subsection (a) above, the business plan of REA for the current fiscal year and a statement (i) listing the Real Estate owned or leased by REA, the Borrower, the Guarantors and their respective Subsidiaries and stating the location thereof, the date acquired and the acquisition cost thereof, (ii) listing the Indebtedness of all contingent liabilities involving amounts of $1,000,000.00 or more REA, the Borrower, the Guarantors and their respective Subsidiaries (excluding Indebtedness of the Borrower and its Subsidiaries type described in Section 8.1(b)-(e)), which are not reflected in such financial statements or referred to in the notes thereto (includingstatement shall include, without limitation, all guaranties, endorsements and other contingent obligations in respect a statement of the indebtedness original principal amount of otherssuch Indebtedness and the current amount outstanding, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing holder thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto maturity date and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each yearextension options, the Consolidated cash flow projections of interest rate, the Borrower collateral provided for that year such Indebtedness and the next two years; (j) from time to time whether such other financial data and information in the possession of the Borrower Indebtedness is recourse or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.recourse,

Financial Statements, Certificates and Information. The Borrower will deliver and cause BXP to (and BXP will) deliver (as applicable) to the Agent: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024BXP, the audited Consolidated consolidated balance sheet of the Borrower BXP and its Subsidiaries at the end of such year, and the related audited Consolidated consolidated statements of income, changes in capital shareholder’s equity and cash flows for such yearthe year then ended, in each case, setting forth in comparative form the figures as of the end of and for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAPGAAP which may be provided by inclusion in the Form 10-K of BXP filed with the SEC for such period provided pursuant to clause (g) below), and and, in each case, accompanied by an auditor’s report prepared without qualification as to by the scope of the audit by Accountants other than a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing qualification solely with respect to the Borrower may be satisfied by delivery internal controls over financial reporting as required under Section 404 of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its SubsidiariesSarbanes Oxley Act; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of its March 31, June 30 and September 30 fiscal quarter (including the fourth quarter) of the Borrowerquarters, copies of the unaudited Consolidated consolidated balance sheet of the Borrower BXP and its Subsidiaries, as at the end of such quarter, and the related unaudited Consolidated consolidated statements of income income, changes in shareholders’ equity and cash flows for the portion of the BorrowerBXP’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year which may be satisfied provided by delivery of inclusion in the Form 10-Q of the Borrower BXP filed with the SEC; provided, however, that in no event shall any reference SEC for such period provided pursuant to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lenderclause (g) below), together with a certification by an Authorized Officer that is the chief principal financial or accounting officer of the Borrower or its Vice President – Finance BXP that the information contained in such financial statements fairly presents the financial position of the Borrower BXP and its Subsidiaries on the date thereof (subject to year-end adjustmentsadjustments none of which shall be materially adverse); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance Certificate substantially in the form of Exhibit F C-1 hereto (signed by an Authorized Officer that is the principal financial or in such accounting officer of BXP, which Compliance Certificate and each other form as Compliance Certificate required pursuant to the terms of this Agreement shall be delivered by electronic communication, including fax or email, unless the Agent may approve from time or a Bank requests executed originals, and each such Compliance Certificate so delivered shall be deemed to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Propertybe an original authentic counterpart thereof for all purposes, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense date of such financial statements and value associated with Real Estate or other Investments disposed (ii) a quarterly worksheet substantially in the form of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such periodExhibit C-1A; (d) contemporaneously promptly as they become available, a copy of each report (including any so-called management letters) submitted to the Borrower or BXP by the Accountants in connection with the delivery each annual audit of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more books of the Borrower and its Subsidiaries which are not reflected or BXP by such Accountants or in such financial statements or referred connection with any interim audit thereof pertaining to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect any phase of the indebtedness business of others, and obligations to reimburse the issuer in respect of any letters of credit)Borrower or BXP; (e) contemporaneously with (or promptly after) the filing or mailing thereof, copies of all material of a financial nature sent to the holders of any Indebtedness of the Borrower (other than the Loans) for borrowed money, to the extent that the information or disclosure contained in such material refers to or could reasonably be expected to have a material adverse effect on the business, assets, financial condition or prospects, or operations of BPLP, BXP or, taken as a whole, the BP Group; (f) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports nature filed with the SEC or proxy statements sent to the shareholders stockholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating changeBXP; (g) promptly upon as soon as practicable, but in any event not later than ninety (90) days after the filing hereofend of each fiscal year of BXP, copies of all registration the Form 10-K statement filed by BXP with the SEC for such fiscal year, and as soon as practicable, but in any event not later than fifty (50) days after the end of each fiscal quarter of BXP copies of the Form 10-Q statement filed by BXP with the SEC for such fiscal quarter, provided that, in either case, if the SEC has granted an extension for the filing of such statements, BXP shall deliver such statements to the Agent within ten (other than 10) days after the exhibits thereto and any registration statements on Form S-8 or its equivalent)filing thereof with the SEC; (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than February 28 of each year, the Consolidated cash flow projections of the Borrower for that year and the next two years; (j) from time to time such other financial data and information in about the possession of Borrower, BXP, their respective Subsidiaries, the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against Real Estate Assets and the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) Partially-Owned Entities as the Agent or any Bank (through the Agent) may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Onlinecomplete rent rolls, IntraLinks or existing environmental reports, and insurance certificates with respect to the Real Estate Assets; (i) Intentionally Deleted; and (j) as soon as practicable, but in any event not later than ninety (90) days after the end of the fiscal year of BPLP, the audited balance sheet of BPLP at the end of each such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basisyear, and the Agent makes no express related audited statements of income, changes in partners’ capital and cash flows for the year then ended, in each case setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by an Authorized Officer that is the principal financial or implied warranty regarding accounting officer of BPLP that the information contained in such Platform or financial statements fairly presents the accuracy or completeness financial position of BPLP on the date thereof, and as soon as practicable, but in any information posted thereto or contained thereon event not later than forty-five (45) days after the end of each of the March 31, June 30 and September 30 fiscal quarters of BPLP, the unaudited balance sheet of BPLP at the end of each such quarter, and the Agent related unaudited statements of income, changes in partners’ capital and cash flows for the quarter then ended, in each case setting forth in comparative form the figures for the previous fiscal quarter and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a certification by an Authorized Officer that is the principal financial or accounting officer of BPLP that the information contained in such financial statements fairly presents the financial position of BPLP on the date thereof (subject to year-end adjustments none of which shall be materially adverse). Notwithstanding any provision of this §8.4, for so long as BXP is publicly traded on the New York Stock Exchange, the Borrower shall be deemed to have no liability satisfied its obligations under subsections (a), (b), (f), (g) and (j) of any nature whatsoever to any Lenderthis §8.4 by timely filing its Form 10-Q and Form 10-K with the SEC for each applicable period, Borrower or other Person (whether sounding in tortprovided that, contract or otherwise) with respect to such Platform or any such information subsections (including any information a) and (b) above, the Borrower has delivered to the Agent within the time periods required therefor and referred to in Section 8.2 belowsubsections (a) and (b), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined statement required by a court of competent jurisdiction in a final and nonappealable judgmentsubsection (c) above.

Financial Statements, Certificates and Information. Borrower shall deliver to EIF: (a) as As soon as practicableavailable, but in any event not later than ninety within one hundred twenty (90120) days after the end of each fiscal year of the BorrowerCompany, commencing with the fiscal year ending December 31, 2024, a copy of the audited Consolidated balance sheet Financial Statements of the Borrower at the end of such yearCompany, and the related audited Consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared accompanied by an opinion of an accounting firm selected by the Company and satisfactory to EIF, which opinion shall state that such accounting firm's audit was conducted in accordance with GAAPgenerally accepted auditing standards; together with a written statement from such accountants to the effect that they have read a copy of this Agreement, and accompanied by an auditor’s report prepared without qualification as to that, in making the scope examination necessary for their audit opinion, they have obtained no knowledge of the audit by a "Big Four" accounting firm any Default or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery Event of the Form 10-K Default, or, if such accountants have obtained knowledge of the Borrower filed with the SEC; providedany then existing Default or Event of Default, however, that they shall disclose in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall such statement any such information contained in Default or Event of Default; provided that such accountants shall not be liable to EIF for failure to obtain knowledge of any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis Default or Event of the Borrower and its SubsidiariesDefault; (b) As soon as available, but in any event within forty-five (45) days after the end of each quarterly fiscal period, the unaudited Financial Statements of the Company for such period, all in reasonable detail, together with a certification by the principal financial or accounting officer of Borrower that the information contained in such Financial Statements is presented in accordance with GAAP; (c) Simultaneously with the delivery of the Financial Statements referred to in (b) above, a certification by the principal financial or accounting officer of Borrower that (i) a review of the activities of Borrower has been made under such officer's supervision with a view to determining whether Borrower has fulfilled all obligations under the Loan Documents; (ii) Borrower has fulfilled all obligations under such Loan Documents and all representations made herein or therein continue to be true and correct (or specifying the nature of any change), or if Borrower shall be in Default, specifying any Default and the nature and status thereof; and (iii) to the extent requested from time to time by EIF, Borrower has complied with any and all of its representations or obligations under such Loan Documents. The certificate shall also include Borrower's calculation of the financial covenants set forth in Section 7.22 of this Agreement. (d) As soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter of Borrower, a report (including in a form reasonably satisfactory to EIF) from the fourth principal financial or accounting officer of Borrower that (i) itemizes each expenditure of the proceeds of the Loans during such fiscal quarter, on a well-by-well, project- by-project and asset-by-asset basis, and (ii) certifies that such expenditures, when aggregated with all prior expenditures of the proceeds of the Loans, do not exceed one hundred ten percent (110%) of the projected acquisition and development costs approved by EIF prior to funding the Loans. If the development costs for any well or project shall have exceeded one hundred ten percent (110%) of the projected development costs approved by EIF for such well or project, then the Principal Accounting Officer shall identify such well(s) or projects and shall explain the reason(s) for such cost overruns. (e) By January 15 of each year, Borrower shall provide information (with an effective date as of December 1 of the prior year) necessary for a Reserve Report to be prepared by a firm designated by EIF, or such other independent engineering firm as shall be mutually agreeable to EIF and Borrower (with the cost of preparing such report to be borne by Borrower). (f) Promptly after receipt by Borrower, copies of the unaudited Consolidated balance sheet of the Borrower as at the end of such quarter, and the related unaudited Consolidated statements of income and cash flows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing any other independent reserve reports with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating changeCollateral; (g) promptly upon the filing hereofPromptly after preparation by Borrower, copies of all registration statements (other than any Internal Reserve Report with respect to the exhibits thereto and any registration statements on Form S-8 or its equivalent)Collateral; (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent Within ninety (90) days of the timely payment close of all real estate taxes Borrower's fiscal year, an annual operations report, and, within forty-five (45) days of the close of each fiscal quarter of Borrower, a quarterly operations statement, each setting forth for the Unencumbered Propertiesapplicable period the production results of the Properties on a well-by-well and asset-by-asset basis, and, within ten (10) days of the end of any calendar month, a report describing the volumes of production of Hydrocarbons for the most recent month for which information is available and any other material operating developments and any other information of the type that would be provided a working interest owner; (i) not later than February 28 of each year, the Consolidated cash flow projections Within forty-five (45) days of the Borrower for that year end of any of Borrower's fiscal quarters, a report listing each Collateral well or property and the next two yearsBorrower's then current decimal ownership interest therein if a change has occurred during such fiscal quarter; (j) from time Borrower shall deliver to time EIF, at least fifteen (15) days prior to July 1 and January 1 of each calendar year, a Development Plan and Budget, acceptable to EIF in its sole discretion, and a general and administrative budget that includes the salaries and bonuses of each officer and significant employee, together with all consulting fees and arrangements, all of which shall be approved by EIF; and failure to (i) comply with such budget, or (ii) submit it to EIF for approval shall constitute an Event of Default pursuant to this Agreement; and Borrower shall not use any proceeds of any Loan to pay any salaries, consulting fees or other financial data and information arrangements, unless such proceeds are specifically allocated to such purpose in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective DateArticle 2; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from From time to time). Any Platform shall be provided on an "as is" , such engineering data and "as available" basisother information regarding the business, affairs, oil and gas properties, and the Agent makes no express other assets or implied warranty regarding such Platform or the accuracy or completeness financial condition of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgmentEIF may reasonably request.