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

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, the 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 consolidated statement of income and consolidated statement of cash 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 generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the 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 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) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited 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 consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and 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 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 certified by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ PricewaterhouseCoopers LLP or ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or by other independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (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 certificate in substantially the form of EXHIBIT C F hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Sections 7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 Sections 8.1(d), 8.3, 8.4, 8.5, and (9 hereof and that no Default or Event of Default exists, PROVIDED that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower's and its Subsidiaries' stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as the Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; PROVIDED, HOWEVER, this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentAdministrative Agent (the “Accountants”). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Borrower and its Subsidiaries as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments)adjustments and the exclusion of detailed footnotes; (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 certificate in substantially the form of EXHIBIT C Exhibit D hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 §9 hereof and (that no Default or Event of Default exists, provided that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with promptly following the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower’s and its Subsidiaries’ stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as any of the Banks may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, projections however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the BorrowerCompany, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be: (i) the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its SubsidiariesCompany, each as at the end of such fiscal year, and ; (ii) the related consolidated statement of income and consolidated statement of cash flow and consolidating flows of the Company for such fiscal year; (iii) AMERICAS/2023306744.4 (iv) the balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as at the end of such fiscal year ; and (v) the statement of income and consolidating statement of cash flow flows of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), each setting set forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to year; (II) be in reasonable detail, detail and prepared in accordance with generally accepted accounting principlesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and certified without qualification be accompanied by Arth▇▇ (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal financial or accounting officer of the Company or ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to scope, by other PricewaterhouseCoopers LLP or another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the 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 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 fifty (4550) days after the end of each of the first three fiscal quarters of the Borrower, copies each fiscal year of the Company, (i) the unaudited interim condensed consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Company as at the end of such fiscal quarter, and (ii) the related unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with generally accepted accounting principlesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, together with and including footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and concurrently therewith a certification by the principal financial or accounting officer of the Borrower that Company that, in the information contained in such financial statements fairly presents opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial position of the Borrower and its Subsidiaries on Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments); (c) concurrently with the delivery of the financial statements referred to in subsection (b) above, the quarterly FOCUS Report of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) simultaneously with the delivery of the financial statements referred to in subsections (aa)(i) and (ii) and (b) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of the Borrower Company in substantially the form of EXHIBIT C Exhibit H hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 8 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereofDecember 31, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower2021; (e) AMERICAS/2023306744.4 (f) promptly after the same are available, copies of each annual report, proxy, if any, or financial statement or other report or communication sent to the holders of Equity Securities of the Company who are not Affiliates of the Company, and copies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company 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; and (g) from time to time upon request such other financial data and information (including accountants’ management letters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the Agent, projections posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the Borrower documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its Subsidiaries updating those projections delivered copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and referred (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in ssinvestment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to mark any Company Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentAdministrative Agent (the “Accountants”). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the “CFO or the CAO”) that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Borrower and its Subsidiaries as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments)adjustments and the exclusion of detailed footnotes; (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 certificate in substantially the form of EXHIBIT Exhibit C hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Borrower’s corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 §9 hereof and (that no Default or Event of Default exists, provided that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with promptly following the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower’s and its Subsidiaries’ stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as any of the Banks may reasonably request through the Administrative Agent. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, projections however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the BorrowerBorrowers, the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement statements of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory with respect to the Agentconsolidated financial statements, together certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use reasonable efforts to provide the Banks with a written statement from such accountants the Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in Section 8 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of the Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants the 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 provided that such accountants the Accountants shall not be liable to 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 fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated and consolidating balance sheet sheets and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such quarter, subject to year end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Borrowers (the "CFO") that the consolidated financial statements are prepared in accordance with GAAP and fairly present the consolidated financial condition of the Borrowers as at the close of business on the date thereof and the results of operations for the period then ended; (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 Borrowers, unaudited monthly consolidated and consolidating financial statements of the Borrowers for such month, prepared in accordance with GAAP, with a certification by the CFO that the information contained in such financial statements fairly presents the financial position condition of the Borrower and its Subsidiaries Borrowers on the date thereof (subject to year-end adjustments); (cd) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C hereto (the "Compliance Certificate") certified by the principal financial or accounting officer CFO that the Borrowers are in compliance with the covenants contained in Sections 6, 7 and 8 hereof as of the Borrower in substantially end of the form of EXHIBIT C hereto and applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the covenants contained Borrowers' Chief Operating Officer in ss.10 and (if applicable) reconciliations the form attached hereto as Exhibit D with respect to reflect changes in generally accepted accounting principles since the Balance Sheet Dateenvironmental matters; (de) contemporaneously with or promptly following the delivery thereof to the boards of directors of the Borrowers, copies of the financial statements, financial projections, annual budget, variance reports and business plan concerning the Borrowers in substantially the same form in which such information is supplied to the boards of directors of the Borrowers; (f) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower;Borrowers; and (eg) from time to time upon request time, such other financial data and other information (including accountants' management letters) as the Banks may reasonably request. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Credit Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that this authorization shall not be deemed to be a waiver of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered any rights to object to the disclosure by the Banks and referred of any such information which the Borrowers have or may have under the federal Right to Financial Privacy Act of 1978, as in sseffect from time to time.

Financial Statements, Certificates and Information. The Borrower will deliver to the Administrative Agent and each of the BanksSecured Party: (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, the consolidated balance sheet of (i) the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower (ii) CLI and its Subsidiaries, in each case, as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating consolidated 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 generally accepted accounting principlesGAAP, audited and certified certified, without qualification and without an expression of uncertainty as to the ability of the Borrower or CLI, as the case may be, to continue as going concerns, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young, LLP or by other independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the 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 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 sixty (4560) days after the end of each of the fiscal quarters of the BorrowerBorrower and CLI, copies of the unaudited consolidated balance sheet of (i) the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower (ii) CLI and its Subsidiaries, in each case as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's ’s or CLI’s, as the case may be, fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower or CLI, as the case may be, that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower or CLI and its Subsidiaries Subsidiaries, 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); (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 in substantially the form of EXHIBIT C Exhibit D hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Datea “Compliance Certificate”); (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by CLI or any of the Transaction Parties its Subsidiaries with the Securities and Exchange Commission or sent to the stockholders of the BorrowerCommission; (e) (i) on each Determination Date and (ii) at least five (5) Business Days prior to the date of any removal or sale of any assets from the Borrowing Base, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month, sale date or other date so requested by the Administrative Agent. On each Determination Date, the Borrower shall notify the Administrative Agent of any holdbacks, reserves, discounts or rebates granted by, or on behalf of, the Borrower with respect to Leases related to a sale-leaseback transaction included in the calculation of the Borrowing Base, or security deposits in excess of Three Hundred Thousand Dollars ($300,000), related to any Lease included in the calculation of the Borrowing Base. (f) from time to time upon request of such other financial data and information (including accountants’ management letters) as the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAdministrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksAdministrative 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, the consolidated and combined 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 consolidated and combined statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating combined 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 combined statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified without qualification audited by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other an independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the 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 Banks for failure to obtain knowledge of any Default or Event of Defaultaccountant; (b) 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, copies of the unaudited consolidated and combined 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 consolidated and combined statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating combined statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal chief financial officer or accounting officer treasurer 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 (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal chief financial officer or accounting officer treasurer of the Borrower in substantially the form of EXHIBIT Exhibit C hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants covenant contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet DateSection 10; (d) contemporaneously with as soon as practicable after the filing or mailing thereof, copies of all material of a financial naturestatements, all reportsdisclosure statements, proxy statements reports and notices proxies filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request as soon as practicable, but in any event not later than thirty (30) days after the filing of the Agent10K of the Borrower, projections annual income statements, balance sheets and cash flow statements for the immediately succeeding fiscal year of the Borrower and its Subsidiaries updating those projections delivered to the Banks Administrative Agent; and (f) from time to time such other additional information regarding the financial position of the Borrower and its Subsidiaries as the Administrative Agent may reasonably request; Documents required to be delivered pursuant to this Section 8.3 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, 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 notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificate required by Section 8.3(c) to the Administrative Agent. Except for such Compliance Certificate, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in ssany 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 from the Administrative Agent to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each a “Public Lender”). The Borrower hereby agrees that (i) 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; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in Section 16.4 hereof); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (iv) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the BorrowerCompany, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be: (i) the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its SubsidiariesCompany, each as at the end of such fiscal year, and ; (ii) the related consolidated statement of income and consolidated statement of cash flow and consolidating flows of the Company for such fiscal year; (iii) the balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as at the end of such fiscal year ; and (iv) the statement of income and consolidating statement of cash flow flows of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), each setting set forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to year; (II) be in reasonable detail, detail and prepared in accordance with generally accepted accounting principlesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and certified without qualification be accompanied by Arth▇▇ (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal financial or accounting officer of the Company or ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to scope, by other PricewaterhouseCoopers LLP or another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, together and, in the case of items (i) and (ii), shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)(i) and (ii)) a written statement from such accountants to the effect that they have read a copy in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Company has failed to comply with the terms, covenants, provisions or conditions of Section 6.1, Section 7.1, Section 7.5(a), Section 7.5(c), Section 7.6, Section 7.7 and Section 8 of this Credit Agreement, and that, in making Agreement as to accounting matters (provided that such accountants may also state that the examination necessary to said certification, they have obtained no audit was not directed primarily toward obtaining knowledge of any Default or Event of Defaultsuch noncompliance), or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default such noncompliance, they shall disclose in such statement any such Default or Event of Defaultnoncompliance; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Defaultsuch noncompliance; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of the Borrower, copies each fiscal year of the Company, (i) the unaudited interim condensed consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Company as at the end of such fiscal quarter, and (ii) the related unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with generally accepted accounting principlesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, together with and including footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and concurrently therewith a certification by the principal financial or accounting officer of the Borrower that Company that, in the information contained in such financial statements fairly presents opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial position of the Borrower and its Subsidiaries on Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments); (c) concurrently with the delivery of the financial statements referred to in subsection (b) above, the quarterly FOCUS Report of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) simultaneously with the delivery of the financial statements referred to in subsections (aa)(i) and (ii) and (b) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of the Borrower Company in substantially the form of EXHIBIT C Exhibit H hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 8 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereofDecember 31, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower2010; (e) promptly after the same are available, copies of each annual report, proxy, if any, or financial statement or other report or communication sent to the holders of Equity Securities of the Company who are not Affiliates of the Company, and copies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company 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; and (f) from time to time upon request such other financial data and information (including accountants’ management letters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the Agent, projections posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the Borrower documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its Subsidiaries updating those projections delivered copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and referred (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in ssinvestment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇ any Company Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by PricewaterhouseCoopers LLP or Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (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 certificate in substantially the form of EXHIBIT C Exhibit F hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Sections 8, 9 and 10 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 Sections 9.1(d), 9.3, 9.4, 9.5, and (10 hereof and that no Default or Event of Default exists, provided that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower's and its Subsidiaries' stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as the Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet sheets of the Borrower and its Subsidiaries, each Borrowers as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement statements of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory with respect to the Agentconsolidated financial statements, together certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in Section 8 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of such Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants 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 provided, that such accountants Accountants shall not be liable to 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 fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated and consolidating balance sheet sheets and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such quarter, subject to year end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Borrowers (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries Borrowers as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit C hereto (the "Compliance Certificate") certified by the principal financial or accounting officer CFO that the Borrowers are in compliance with the covenants contained in Section Section 6, 7 and 8 hereof as of the Borrower in substantially end of the form of EXHIBIT C hereto and applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the covenants contained Borrowers' Chief Operating Officer in ss.10 and (if applicable) reconciliations the form attached hereto as Exhibit D with respect to reflect changes in generally accepted accounting principles since the Balance Sheet Dateenvironmental matters; (d) contemporaneously with or promptly following the delivery thereof to the board of directors of the Parent, copies of the financial statements, financial projections, and variance reports concerning the Parent in substantially the same form in which such information is supplied to the board of directors of the Parent; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower;Parent or any of the Borrowers; and (ef) from time to time upon request of time, such other financial data and other information (including accountants' management letters) as the AgentBanks may reasonably request. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, projections of however, that the Borrower and its Subsidiaries updating those projections delivered Banks shall, to the extent practicable and allowable under law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, that this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks and referred of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in sseffect from time to time.

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 ninety-five (9095) days after the end of each fiscal year of the Borrower, : (i) the consolidated balance sheet of the Borrower and its Subsidiaries and as at the end of such fiscal year; (ii) the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal year, and ; (iii) the related consolidated statement of income and consolidated statement of cash flow and flows of the Borrower for such fiscal year; and (iv) the consolidating statement of income and consolidating statement of cash flow flows of the Borrower for such fiscal year, each setting . Each of the balance sheets and statements delivered under this Section 6.4(a) shall (I) set forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to year; (II) be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the 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 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) days after the end of each of the fiscal quarters of the Borrower, copies of the unaudited 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 consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP based on the records and books of account maintained as provided in Section 6.3; (III) as to items (i) and (iii) above, together be accompanied by (or be delivered concurrently with the financial statements under this Section 6.4(a)) a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements presents fairly presents in all material respects the financial position of the Borrower and its the Consolidated Subsidiaries on the date thereof and results of operations and cash flows of the Borrower and the Consolidated Subsidiaries for the periods covered thereby; and (IV) as to items (i) and (iii) above, be certified, without limitation as to scope, by KPMG LLP or another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, and shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.4(a)) a written statement from such accountants to the effect that in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Borrower has failed to comply with the terms, covenants, provisions or conditions of Section 6.3, Section 7, and Section 8 of this Credit Agreement as to accounting matters (provided that such accountants may also state that the audit was not directed primarily toward obtaining knowledge of such noncompliance), or, if such accountants shall have obtained knowledge of any such noncompliance, they shall disclose in such statement any such noncompliance; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any such noncompliance; (b) as soon as practicable, but in any event not later than fifty (50) days after the end of the first three fiscal quarters of each fiscal year of the Borrower, (i) the unaudited interim condensed consolidated balance sheet of the Borrower as at the end of such fiscal quarter, and (ii) the unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Borrower for such fiscal quarter and for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Borrower’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission, and concurrently therewith a certification by the principal financial or accounting officer of the Borrower that, in the opinion of management of the Borrower, all adjustments necessary for a fair presentation of (A) the results of operations of the Borrower for the periods covered thereby, (B) the financial position of the Borrower at the date thereof, and (C) the cash flows of the Borrower for periods covered thereby have been made (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of the Borrower in substantially the form of EXHIBIT C Exhibit F hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 8 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet DateDecember 31, 2001; (d) contemporaneously with promptly after the filing or mailing thereofsame are available, copies of all material of a each annual report, proxy, if any, or financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission statement or other report or communication sent to the stockholders holders of Equity Securities of the Borrower who are not Affiliates of the Borrower;, and copies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) 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; and (e) from time to time upon such other financial data and information (including accountants’ management letters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request; provided, however, that each of the Administrative Agent and the Banks agrees that with respect to any data and information obtained by it as a result of any request pursuant to this clause (e) (and with respect to any other data and information that is by the terms of this Credit Agreement to be held subject to this Section 6.4(e)), to the extent that such data and information has not theretofore otherwise been disclosed in such a manner as to render such data and information no longer confidential, each of the Administrative Agent and the Banks will use its reasonable efforts (consistent with its established procedures) to reasonably maintain (and cause its employees and officers to maintain) the confidential nature of the data and information therein contained; provided, however, that anything herein contained to the contrary notwithstanding, each of the Administrative Agent and the Banks may, to the extent necessary, disclose or disseminate such data and information to: (i) its employees, Affiliates, directors, agents, attorneys, accountants, auditors, and other professional advisers who would ordinarily have access to such data and information in the normal course of the performance of their duties in accordance with the Administrative Agent’s or such Bank’s customary procedures relating to confidential information; (ii) such third parties as it may, in its discretion, deem reasonably necessary or desirable (A) in connection with or in response to any Government Mandate or request of any Government Authority, or (B) in connection with any Proceeding pending (or on its face purported to be pending) before any Government Authority (including Proceedings involving the AgentBorrower); (iii) any prospective purchaser, projections participant or investment banker in connection with the resale or proposed resale of any portion of the Borrower and its Subsidiaries updating those projections delivered Loans, or of a participation therein, who shall agree in writing to accept such information subject to the provisions of this clause (e); (iv) any Person holding the Equity Securities or Funded Debt of the Administrative Agent or such Bank who, subject to the provisions of this clause (e), shall have requested to inspect such information; and (v) any Entity utilizing such information to rate or classify the Equity Securities or Funded Debt of the Administrative Agent or such Bank or to report to the public concerning the industry of which the Administrative Agent or such Bank is a part; provided, however, that none of the Administrative Agent and the Banks shall be liable to the Borrower or any other Person for damages arising hereunder from the disclosure of non-public information despite its reasonable efforts in accordance with the provisions of this clause (e) or from a failure by any other party to perform and observe its covenants in this clause (e). (f) Documents required to be delivered pursuant to Section 6.4(a), (b) or (d) (to the extent any such financial statements, reports or proxy statements are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Borrower has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Bank who requests, in writing, the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Bank and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificates or statements of officers required by Section 6.4(a) or (b) to the Administrative Agent and each of the Banks. Except for such certificates or statements of officers, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in ssany event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to the Administrative Agent and each of the BanksLenders the following: (a) as soon as practicable, but but, in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet sheets of the Borrower Parent and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and Certified by the Accountants. In addition, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory simultaneously therewith, the Borrowers will use their best efforts to provide the Agent, together Lenders with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the financial covenants set forth in Section 7.11 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of such Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants 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 provided, that such accountants Accountants shall not be liable to the Banks 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 fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated balance sheet sheets and statement of operations of the Borrower Parent and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, subject to year end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP with a certification by the principal financial or accounting officer of the Borrower Borrowers (the “CFO”) that the information contained in such consolidated financial statements were prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Borrower Borrowers and its their Subsidiaries as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a statement Compliance Certificate certified by the principal financial or accounting officer CFO that the Borrowers are in compliance with the covenants contained in Article VI and Article VII of this Agreement as of the Borrower in substantially end of the form of EXHIBIT C hereto and applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that, if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers will include in such Compliance Certificate or otherwise deliver forthwith to the Lenders a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and attaching, in the covenants contained in ss.10 and (if applicable) reconciliations event such Default or Event of Default relates to reflect changes in generally accepted accounting principles since the Balance Sheet DateEnvironmental Matters, an Environmental Compliance Certificate; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the BorrowerParent or any of the Borrowers to the extent the same are not available on ▇▇▇▇▇; (e) as soon as practicable, but in any event not later than thirty (30) days after the commencement of each fiscal year of the Borrowers and the Non-Borrower Subsidiaries, a copy of the annual budget, projections and business plan for the Borrowers and the Non-Borrower Subsidiaries for such fiscal year; and (f) from time to time upon such other financial data and other information (including accountants’ management letters) as the Lenders may reasonably request. The Borrowers hereby authorize the Lenders to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by Applicable Law; provided, however, that the Lenders shall, to the extent practicable and allowable under Applicable Law, notify the Borrowers within a reasonable period prior to the time any such disclosure is made; and provided further, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Lenders of any such information which any Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in effect from time to time. Documents required to be delivered pursuant to this Section (to the extent any such documents are included in materials otherwise filed with the SEC and available in ▇▇▇▇▇) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrowers post such documents, or provide a link thereto on the Borrowers’ website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrowers’ behalf on an Internet or intranet website, if any, 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: (i) the Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrowers shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrowers shall be required to provide paper copies of the Compliance Certificates required by this Section to the Administrative Agent. 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 event shall have no responsibility to monitor compliance by the Borrowers 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 Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrowers Materials”) by posting the Borrowers Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrowers 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 Borrowers Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, projections the Arranger, the L/C Issuer and the Lenders to treat such Borrowers Materials as not containing any material non-public information with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrowers Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrowers Materials marked “PUBLIC” are permitted to be made available through a portion of the Borrower Platform designated “Public Investor;” and its Subsidiaries updating those projections delivered (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrowers Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Banks and referred Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to in ss▇▇▇▇ any Borrowers Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ PricewaterhouseCoopers LLP or ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or by other nationally recognized independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentAdministrative Agent (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments)adjustments and the exclusion of detailed footnotes; (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 certificate in substantially the form of EXHIBIT C Exhibit F hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Sections 7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 Section 9 hereof and (that no Default or Event of Default exists, provided that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower's and its Subsidiaries' stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as the Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the BorrowerBorrowers, the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement statements of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory with respect to the Agentconsolidated financial statements, together certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use reasonable efforts to provide the Banks with a written statement from such accountants the Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in Section 8 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of the Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants the 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 provided that such accountants the Accountants shall not be liable to 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 fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated and consolidating balance sheet sheets and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such quarter, subject to year end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Borrowers (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries Borrowers as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit D hereto (the "Compliance Certificate") certified by the principal financial or accounting officer CFO that the Borrowers are in compliance with the covenants contained in Sections 6, 7 and 8 hereof as of the Borrower in substantially end of the form of EXHIBIT C hereto and applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the covenants contained Borrowers' Chief Operating Officer in ss.10 and (if applicable) reconciliations the form attached hereto as Exhibit E with respect to reflect changes in generally accepted accounting principles since the Balance Sheet Dateenvironmental matters; (d) contemporaneously with or promptly following the delivery thereof to the boards of directors of the Borrowers, copies of the financial statements, financial projections and annual budget concerning the Borrowers in substantially the same form in which such information is supplied to the boards of directors of the Borrowers; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower;Borrowers; and (ef) from time to time upon request time, such other financial data and other information (including accountants' management letters) as the Banks may reasonably request. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Credit Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that this authorization shall not be deemed to be a waiver of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered any rights to object to the disclosure by the Banks and referred of any such information which the Borrowers have or may have under the federal Right to Financial Privacy Act of 1978, as in sseffect from time to time.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the BanksIssuer: (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerParent, (i) the consolidated balance sheet of the Borrower Parent and its Subsidiaries and the consolidating balance sheet of the Borrower Parent and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income 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 GAAP, and, in the case of the consolidated balance sheet and related consolidated statement of income and consolidated statement of cash flow, certified, without qualification and without an expression of uncertainty as to the ability of the Parent, the Company or any of their Subsidiaries to continue as going concerns (other than any expression of uncertainty that is expressly solely with respect to, or expressly resulting solely from any potential inability to satisfy the financial covenant set forth in Section 6.08(a) of this Agreement on a future date or in a future period), by PricewaterhouseCoopers or any other independent certified public accountant engaged pursuant to Section 5.03(c) and (ii) the consolidated balance sheet of the Company and its Subsidiaries and the consolidating balance sheet of the Company and its Subsidiaries, each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash 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 generally accepted accounting principlesGAAP, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and thatand, in making the examination necessary to said certificationcase of the consolidated balance sheet and related consolidated statement of income and consolidated statement of cash flow, they have obtained no knowledge of any Default or Event of Defaultcertified, 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 Banks for failure to obtain knowledge of any Default or Event of Defaultwithout qualification; (b) 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 BorrowerParent, (i) copies of the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower Parent and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income for the portion of the Parent’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP, together with a certification by the principal financial or accounting officer of the Parent that the information contained in such financial statements fairly presents the financial position of the Parent and its Subsidiaries on the date thereof (subject to year-end adjustments); and (ii) copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries and the unaudited consolidating balance sheet of the Company and its Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Company’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Company that the information contained in such financial statements fairly presents the financial position of the Borrower Company and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) Within thirty (30) days of receipt of any audit committee report prepared by the Company’s or the Parent’s accountants, if there are any reportable events resulting in any discussion in the sections of such report entitled “Errors or Irregularities”, “Illegal Acts” or “Misstatements Due to Fraud”, the Company will provide copies of such sections to the Issuer; (d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified Compliance Certificate; (e) no later than (i) the fifth (5th) Business Day of each month and (ii) one Business Day after a request from the Issuer, a certificate (the “Pledged Collateral Certificate”) substantially in the form of Exhibit C attached hereto, signed by the principal financial or accounting an officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing Company, certifying compliance with the covenants contained collateral coverage requirement set forth in ss.10 Section 5.08 and (if applicable) reconciliations demonstrating, in detail satisfactory to reflect changes in generally accepted accounting principles since the Balance Sheet DateIssuer, the Fair Market Value of the Eligible Collateral as of the last Business Day of the immediately preceding month or Business Day, as the case may be; (df) five days after the date filed with the relevant Governmental Authority for each of its fiscal years, but in any event within 125 days after the end of each fiscal year of the Company and each other Insurance Subsidiary, a copy of the annual financial statements required to be filed with the Minister of Finance of Bermuda or such other appropriate Governmental Authority of the jurisdiction of domicile of any Insurance Subsidiary; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission SEC or sent to the stockholders of the Borrower;Parent or the Company; and (eh) from time to time such other financial data and information as the Issuer may reasonably request. Documents required to be delivered pursuant to Section 5.04(a), (b) or (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇); or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Issuer has access (whether a commercial or third-party website); provided that: (A) upon written request by the Issuer, the Company shall deliver paper copies of such documents to the Issuer until a written request to cease delivering paper copies is given by the Issuer and (B) the Company shall notify the Issuer (by facsimile or electronic mail) of the Agentposting of any such documents and provide to Issuer by electronic mail electronic versions (i.e., projections soft copies) of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in sssuch documents.

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) 90 days after the end of each fiscal year of the Borrower, the audited 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 statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows 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 generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or by other independent certified public accountants satisfactory another "Big Six" accounting 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 AgentAgent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), together and any other information the Banks may need to complete a financial analysis of the Borrower and its Subsidiaries. At any time that the Agent has reasonable grounds to request the same (including, without limitation, at any time that the Compliance Certificate indicates that the Borrower is at or near minimum compliance with the financial covenants contained in this Agreement), the Agent may require that such report be accompanied by a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to for 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 Default, they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to 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 fiscal quarters of the Borrowerquarter in each year), copies of the unaudited 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 statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples (which may be provided by inclusion in the Form 10-Q of the Borrower for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer an Authorized 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 (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of the Borrower (excluding the fourth fiscal quarter in each year), copies of Form 10-Q 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 the Funds from Operations for such fiscal quarter for the Borrower and its Subsidiaries and the Net Operating Income and Operating Cash Flow for the Real Estate and year-to-date in form and substance satisfactory to Agent, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by an Authorized Officer of the Borrower that the information contained in such statement fairly presents the Funds from Operations of the Borrower and its Subsidiaries and the Net Operating Income and Operating Cash Flow for the Real Estate for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, and within thirty (30) days of the filing with the SEC of a Form 8-K or any other document amending any other filing previously made by the Borrower which could reasonably be expected to have a materially adverse effect on the Borrower, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer an Authorized Officer of the Borrower and the Guarantor in substantially the form of EXHIBIT C D hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (df) concurrently with the delivery of the financial statements described in subsections (b) and (c) above, a certificate signed by an Authorized Officer of the Borrower to the effect that, having read this Agreement, and based upon an examination which they deem sufficient to 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 facts with respect thereto; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission SEC or sent to the stockholders of the Borrower; (eh) from time to time upon request of the Agent, projections but in any event not later than 30 days after receipt of notice of such request from the Agent, updated Rent Rolls with respect to the Real Estate, a summary of each Rent Roll in form reasonably satisfactory to the Agent, and a leasing activity report with respect to the Real Estate setting forth the Borrower's efforts to market and lease the then unleased space in the Real Estate and the results of such efforts; (i) simultaneously within 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 Borrower or its Subsidiaries owns an interest) and stating the owner thereof, the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries updating those projections delivered (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; (j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax return and amendments thereto of the Borrower; and (k) from time to time such other financial data and information in the Banks possession of the Borrower or the Guarantor (including without limitation separate financial statements for the Guarantor, auditors' management letters, evidence of payment of taxes, property inspection and referred environmental reports and information as to in sszoning and other legal and regulatory changes affecting the Borrower or the Guarantor) as the Agent may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each the Lender, which, for the purposes of this Section 5.04, may be made available electronically by Parent or the BanksBorrower 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 BorrowerParent, the consolidated balance sheet of the Borrower Parent and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each subsidiaries as at the end of such year, and the related consolidated statement statements of income and consolidated statement statements of cash flow and consolidating statement of income and consolidating statement of cash flow 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 and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Deloitte & Touche LLP or by other independent certified public accountants reasonably satisfactory to the AgentLender. 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 annual report on Form 10‑K for the period for which such financial statements are to be delivered, together with a written statement from such accountants the principal financial or accounting officer, Treasurer or the Assistant Treasurer of the Borrower or Parent to the effect that they have such officer has read a copy of this Credit Agreement, and that, in making the examination necessary to said certification, they have he or she has obtained no knowledge of any Default or Event of Default, or, if such accountants officer shall have obtained knowledge of any then existing Default Default, he or Event of Default they she shall disclose in such statement any such Default or Event of Default; PROVIDED provided that such accountants officer shall not be liable to the Banks Lender 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 sixty (4560) days after the end of each of the first three (3) fiscal quarters of the BorrowerParent, copies of the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each subsidiaries as at the end of such quarter, and the related consolidated statement statements of income and consolidated statement statements of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsedto which they apply, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer officer, Treasurer or the Assistant Treasurer of the Borrower or 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 (c) simultaneously or deemed delivery in accordance with the delivery 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 referred to in subsections (a) and (b) aboveare being delivered, together with a written statement certified by from the principal financial or accounting officer officer, Treasurer or Assistant Treasurer of the Borrower or Parent to the effect that such officer has read a copy of this Agreement, and that, in substantially making the form examination necessary to said certification, he or she has obtained no knowledge of EXHIBIT C hereto and setting forth any Default, or, if such officer has obtained knowledge of any then existing Default, he or she shall disclose in reasonable detail computations evidencing compliance with such statement any such Default; provided that such officer shall not be liable to the covenants contained in ss.10 and (if applicable) reconciliations Lender for failure to reflect changes in generally accepted accounting principles since the Balance Sheet Dateobtain knowledge of any Default; (dc) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties Parent with the Securities and Exchange Commission Commission; (d) promptly after the commencement thereof, Notice of all actions and proceedings before any court, governmental agency or sent to the stockholders arbitrator of the Borrower;type described in Section 4.06 to which either the Borrower or Parent or their Significant Subsidiaries is a party or their properties are subject; and (e) from time to time upon request such other financial data and information as the Lender may reasonably request. Reports or financial information required to be delivered pursuant to this Section 5.04 shall, to the extent any such financial statements, reports, proxy statements or other materials are included in materials otherwise filed with the Securities and Exchange Commission, be deemed to be delivered hereunder on the date of such filing, and may be delivered electronically and if so, shall be deemed to have been delivered on the Agent, projections of date on which the Borrower and its Subsidiaries updating those projections delivered or Parent gives notice to the Banks and referred Lender that the Borrower or Parent has posted such report or financial information or provides a link thereto on the Borrower or Parent's website on the Internet or on Intralinks or a substantially similar transmission system to in sswhich access is available to the Lender.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the Borrower, the consolidated and consolidating balance sheet sheets 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, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement statements of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory with respect to the Agentconsolidated financial statements, together with a written statement from such accountants to certified by the 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 Banks for failure to obtain knowledge of any Default or Event of DefaultAccountants; (b) as soon as practicable, but in any event not later than forty-five (45) 45 days after the end of each of the fiscal quarters quarter of the Borrower, copies of the unaudited consolidated and consolidating balance sheet sheets and statement of operations 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, subject to year end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit D hereto (the "Compliance Certificate") certified by the principal financial or accounting officer CFO that the Borrower is in compliance with the covenants contained in Sections 6, 7 and 8 hereof as of the Borrower in substantially end of the form of EXHIBIT C hereto and applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrower shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto and a certificate of the covenants contained Borrower's Chief Operating Officer in ss.10 and (if applicable) reconciliations the form attached hereto as Exhibit E with respect to reflect changes in generally accepted accounting principles since the Balance Sheet Dateenvironmental matters; (d) following the delivery thereof to, and approval by, the board of directors of the Borrower, copies of the annual budget and business plan concerning the Borrower in substantially the same form in which such information is supplied to the board of directors of the Borrower; (e) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower;; and (ef) from time to time upon request time, such other financial data and other information (including accountants' management letters) as the Banks may reasonably request. The Borrower hereby authorizes the Banks to disclose any information obtained pursuant to this Credit Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ PricewaterhouseCoopers LLP or ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or by other independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (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 certificate in substantially the form of EXHIBIT C F hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Sections 8, 9 and 10 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 Sections 9.1(d), 9.3, 9.4, 9.5, and (10 hereof and that no Default or Event of Default exists, PROVIDED that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower's and its Subsidiaries' stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as the Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; PROVIDED, HOWEVER, this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the BorrowerCompany, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be: (i) the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its SubsidiariesCompany, each as at the end of such fiscal year, and ; (ii) the related consolidated statement of income and consolidated statement of cash flow and consolidating flows of the Company for such fiscal year; (iii) the balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as at the end of such fiscal year ; and (iv) the statement of income and consolidating statement of cash flow flows of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), each setting set forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to year; (II) be in reasonable detail, detail and prepared in accordance with generally accepted accounting principlesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and certified without qualification be accompanied by Arth▇▇ (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal financial or accounting officer of the Company or ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to scope, by other PricewaterhouseCoopers LLP or another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, together and, in the case of items (i) and (ii), shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)(i) and (ii)) a written statement from such accountants to the effect that they have read a copy in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Company has failed to comply with the terms, covenants, provisions or conditions of Section 6.1, Section 7.1, Section 7.5(a), Section 7.5(c), Section 7.6, Section 7.7 and Section 8 of this Credit Agreement, and that, in making Agreement as to accounting matters (provided that such accountants may also state that the examination necessary to said certification, they have obtained no audit was not directed primarily toward obtaining knowledge of any Default or Event of Defaultsuch noncompliance), or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default such noncompliance, they shall disclose in such statement any such Default or Event of Defaultnoncompliance; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default;such noncompliance; 29 Americas 91904575 (2K) (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of the Borrower, copies each fiscal year of the Company, (i) the unaudited interim condensed consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Company as at the end of such fiscal quarter, and (ii) the related unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with generally accepted accounting principlesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, together with and including footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and concurrently therewith a certification by the principal financial or accounting officer of the Borrower that Company that, in the information contained in such financial statements fairly presents opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial position of the Borrower and its Subsidiaries on Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments); (c) concurrently with the delivery of the financial statements referred to in Section 6.2(b) above, the quarterly FOCUS Report of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) simultaneously with the delivery of the financial statements referred to in subsections Sections 6.2(a)(i) and (aii) and (b) above, a statement compliance certificate certified by the principal financial officer, treasurer or accounting officer general counsel of the Borrower Company in substantially the form of EXHIBIT Exhibit C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 8 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereofDecember 31, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower2015; (e) promptly after the same are available, copies of each annual report, proxy, if any, or financial statement or other report or communication sent to the holders of Equity Securities of the Company who are not Affiliates of the Company, and copies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company 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; and (f) from time to time upon request such other financial data and information (including accountants’ management letters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the Agent, projections posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the Borrower documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its Subsidiaries updating those projections delivered copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and referred (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and 30 Americas 91904575 (2K) who may be engaged in ssinvestment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇ any Company Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial 58 -52- statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ ▇▇▇e▇Coopers & Lybr▇▇▇ ▇▇▇ or by other independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof (subject to year-end adjustments); (c) simultaneously with and the delivery results of operations for the financial statements referred to in subsections (a) and (b) aboveperiod then ended, a it being understood that no such statement certified need be accompanied by the principal financial or accounting officer of the Borrower in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Datecomplete footnotes; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower's and its Subsidiaries' stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as the Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 92 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ ▇▇▇e▇Coopers & Lybr▇▇▇ ▇▇▇ or by other independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentBanks (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 47 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended, it being understood that no such statement need be accompanied by complete footnotes; (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 certificate in substantially the form of EXHIBIT Exhibit C hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Section 23, 24 and 25 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 Sections 24.1(f), 24.3, 24.4, 24.5, and (25 hereof and that no Default or Event of Default exists, provided that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower's and its Subsidiaries' stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as the Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the BorrowerCompany, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be: (i) the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its SubsidiariesCompany, each as at the end of such fiscal year, and ; (ii) the related consolidated statement of income and consolidated statement of cash flow and consolidating flows of the Company for such fiscal year ; (iii) the balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as at the end of such fiscal year ; and (iv) the statement of income and consolidating statement of cash flow flows of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), each setting set forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to year; (II) be in reasonable detail, detail and prepared in accordance with generally accepted accounting principlesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and certified without qualification be accompanied by Arth▇▇ (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal financial or accounting officer of the Company or ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to scope, by other PricewaterhouseCoopers LLP or another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, together and, in the case of items (i) and (ii), shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)(i) and (ii)) a written statement from such accountants to the effect that they have read a copy in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Company has failed to comply with the terms, covenants, provisions or conditions of Section 6.1, Section 7.1, Section 7.5(a), Section 7.5(c), Section 7.6, Section 7.7 and Section 8 of this Credit Agreement, and that, in making Agreement as to accounting matters (provided that such accountants may also state that the examination necessary to said certification, they have obtained no audit was not directed primarily toward obtaining knowledge of any Default or Event of Defaultsuch noncompliance), or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default such noncompliance, they shall disclose in such statement any such Default or Event of Defaultnoncompliance; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Defaultsuch noncompliance; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of the Borrower, copies each fiscal year of the Company, (i) the unaudited interim condensed consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Company as at the end of such fiscal quarter, and (ii) the related unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with generally accepted accounting principlesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, together with and including footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and concurrently therewith a certification by the principal financial or accounting officer of the Borrower that Company that, in the information contained in such financial statements fairly presents opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial position of the Borrower and its Subsidiaries on Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments); (c) concurrently with the delivery of the financial statements referred to in subsection (b) above, the quarterly FOCUS Report of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) simultaneously with the delivery of the financial statements referred to in subsections (aa)(i) and (ii) and (b) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of the Borrower Company in substantially the form of EXHIBIT C Exhibit H hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 8 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereofDecember 31, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower2009; (e) promptly after the same are available, copies of each annual report, proxy, if any, or financial statement or other report or communication sent to the holders of Equity Securities of the Company who are not Affiliates of the Company, and copies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company 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; and (f) from time to time upon request such other financial data and information (including accountants’ management letters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the Agent, projections posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the Borrower documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its Subsidiaries updating those projections delivered copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and referred (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in ssinvestment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇ any Company Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the BorrowerBorrowers, the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement statements of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory with respect to the Agentconsolidated financial statements, together certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use reasonable efforts to provide the Banks with a written statement from such accountants the Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in §8 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of the Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants the 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 provided that such accountants the Accountants shall not be liable to 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 fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated and consolidating balance sheet sheets and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such quarter, subject to year end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Borrowers (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries Borrowers as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit D hereto (the "Compliance Certificate") certified by the principal financial or accounting officer CFO that the Borrowers are in compliance with the covenants contained in §§6, 7 and 8 hereof as of the Borrower in substantially end of the form of EXHIBIT C hereto and applicable period setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Banks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto and a certificate of the covenants contained Borrowers' Chief Operating Officer in ss.10 and (if applicable) reconciliations the form attached hereto as Exhibit E with respect to reflect changes in generally accepted accounting principles since the Balance Sheet Dateenvironmental matters; (d) contemporaneously with or promptly following the delivery thereof to the boards of directors of the Borrowers, copies of the financial statements, financial projections and annual budget concerning the Borrowers in substantially the same form in which such information is supplied to the boards of directors of the Borrowers; (e) contemporaneously with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower;Borrowers; and (ef) from time to time upon request time, such other financial data and other information (including accountants' management letters) as the Banks may reasonably request. The Borrowers hereby authorize the Banks to disclose any information obtained pursuant to this Credit Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, that this authorization shall not be deemed to be a waiver of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered any rights to object to the disclosure by the Banks and referred of any such information which the Borrowers have or may have under the federal Right to Financial Privacy Act of 1978, as in sseffect from time to time.

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) 90 days after the end of each fiscal year of the Borrower, the audited 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 statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows 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 generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or by other independent certified public accountants satisfactory another "Big Six" accounting 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 AgentAgent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), together and any other information the Banks may need to complete a financial analysis of the Borrower and its Subsidiaries. At any time that the Agent has reasonable grounds to request the same (including, without limitation, at any time that the Compliance Certificate indicates that the Borrower is at or near minimum compliance with the financial covenants contained in this Agreement), the Agent may require that such report be accompanied by a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to for 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 Default, they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to 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 fiscal quarters of the Borrowerquarter in each year), copies of the unaudited 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 statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples (which may be provided by inclusion in the Form 10-Q of the Borrower for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer an Authorized 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 (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of the Borrower (excluding the fourth fiscal quarter in each year), copies of Form 10-Q 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 the Funds from Operations for such fiscal quarter for the Borrower and its Subsidiaries and the Net Operating Income and Operating Cash Flow for the Real Estate and year-to- date in form and substance satisfactory to Agent, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by an Authorized Officer of the Borrower that the information contained in such statement fairly presents the Funds from Operations of the Borrower and its Subsidiaries and the Net Operating Income and Operating Cash Flow for the Real Estate for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, and within thirty (30) days of the filing with the SEC of a Form 8-K or any other document amending any other filing previously made by the Borrower which could reasonably be expected to have a materially adverse effect on the Borrower, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer an Authorized Officer of the Borrower and the Guarantor in substantially the form of EXHIBIT C D hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (df) concurrently with the delivery of the financial statements described in subsections (b) and (c) above, a certificate signed by an Authorized Officer of the Borrower to the effect that, having read this Agreement, and based upon an examination which they deem sufficient to 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 facts with respect thereto; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission SEC or sent to the stockholders of the Borrower; (eh) from time to time upon request of the Agent, projections but in any event not later than 30 days after receipt of notice of such request from the Agent, updated Rent Rolls with respect to the Real Estate, a summary of each Rent Roll in form reasonably satisfactory to the Agent, and a leasing activity report with respect to the Real Estate setting forth the Borrower's efforts to market and lease the then unleased space in the Real Estate and the results of such efforts; (i) simultaneously within 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 Borrower or its Subsidiaries owns an interest) and stating the owner thereof, the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries updating those projections delivered (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; (j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax return and amendments thereto of the Borrower; (k) not later than five (5) Business Days after the Borrower receives notice of the same from either of the Rating Agencies or otherwise learns of the same, notice of the issuance of any change in the rating by either of the Rating Agencies in respect of any debt of the Borrower (including any change in an Implied Rating), together with the details thereof, and of any announcement by either 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 either of the Rating Agencies (collectively a "Rating Notice"); and (l) from time to time such other financial data and information in the Banks possession of the Borrower or the Guarantor (including without limitation separate financial statements for the Guarantor, auditors' management letters, evidence of payment of taxes, property inspection and referred environmental reports and information as to in sszoning and other legal and regulatory changes affecting the Borrower or the Guarantor) as the Agent may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ ▇▇▇e▇PricewaterhouseCoopers LLP or Art▇▇▇ ▇▇d▇▇▇▇▇ LLP or by other nationally recognized independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentAdministrative Agent (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments)adjustments and the exclusion of detailed footnotes; (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 certificate in substantially the form of EXHIBIT C Exhibit F hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Section Section 8, 9 and 10 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained 54 -48- in ss.10 Section 10 hereof and (that no Default or Event of Default exists, provided that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower's and its Subsidiaries' stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as the Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 90 days after the end of each fiscal year of the BorrowerBorrowers, the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet sheets of the Borrower and its Subsidiaries, each Borrowers as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement statements of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory with respect to the Agentconsolidated financial statements, together certified by the Accountants. In addition, simultaneously therewith, the Borrowers shall use their best efforts to provide the Banks with a written statement from such accountants Accountants to the effect that they have read a copy of this Credit Agreementthe Borrowers are in compliance with the covenants set forth in ss.8 hereof, and that, in making the examination necessary to said certification, they have obtained no knowledge nothing has come to the attention of such Accountants that would indicate that any Default or Event of DefaultDefault exists, or, if such accountants 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 provided, that such accountants Accountants shall not be liable to 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 fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated and consolidating balance sheet sheets and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Borrowers as at the end of such quarter, subject to year end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower Borrowers (the "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries Borrowers as at the close of business on the date thereof (subject to year-end adjustments)and the results of operations for the period then ended; (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 in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the BorrowerCompany, the consolidated balance sheet of the Borrower Company and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Company and reasonably satisfactory to the AgentAdministrative Agent (the “Accountants”). In addition, together simultaneously therewith, the Company shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower Company and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower Company (the “CFO” or the “CAO”) that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Borrower Company and its Subsidiaries as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments)adjustments and the exclusion of detailed footnotes; (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 certificate in substantially the form of EXHIBIT Exhibit C hereto (the “Compliance Certificate”) signed by the CFO or the CAO or the Company’s corporate treasurer, stating that the Borrowers and their Subsidiaries are in compliance with the covenants contained in §§7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 §9 hereof and (that no Default or Event of Default exists, provided that if applicable) reconciliations any Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Company shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto; (d) contemporaneously with promptly following the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Company’s and its Subsidiaries’ stockholders of the Borrowergenerally; (e) promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Bank for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the USA PATRIOT Act, the Canadian AML Acts and the Beneficial Ownership Regulation; and (f) from time to time upon request such other financial data and other information as any of the Banks may reasonably request through the Administrative Agent. In addition, projections the Company shall, promptly upon the issuance thereof, notify the Administrative Agent of the any announcement by ▇▇▇▇▇’▇ or S&P (i) of any change in any Senior Public Debt Rating or (ii) that any Senior Public Debt Rating will be put on a “negative outlook” or “negative credit watch.” Each Borrower and its Subsidiaries updating those projections delivered hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the disclosure by the Banks and referred of any such information which such Borrower has or may have under the federal Right to Financial Privacy Act of 1978, as in sseffect from time to time, except as to matters specifically permitted therein.

Financial Statements, Certificates and Information. The Borrower will deliver to the Administrative Agent and each of the BanksSecured Party: (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, the consolidated balance sheet of (i) the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower (ii) CAI and its Subsidiaries, in each case, as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating consolidated 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 generally accepted accounting principlesGAAP, audited and certified certified, without qualification and without an expression of uncertainty as to the ability of the Borrower or CAI, as the case may be, to continue as going concerns, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Deloitte, LLP, KPMG, LLP or by other independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the 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 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 sixty (4560) days after the end of each of the fiscal quarters of the BorrowerBorrower and CAI, copies of the unaudited consolidated balance sheet of (i) the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower (ii) CAI and its Subsidiaries, in each case as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's ’s or CAI’s, as the case may be, fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower or CAI, as the case may be, that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower or CAI and its Subsidiaries Subsidiaries, 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); (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 C Exhibit D hereto (a “Compliance Certificate”), (ii) end of period utilization rates and setting forth per diem rental rate information with respect to all Containers in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Borrower Fleet, and (if applicableiii) reconciliations to reflect changes the number and types of Containers in generally accepted accounting principles since the Balance Sheet DateBorrower Fleet and the aggregate Net Book Value and Original Equipment Cost of all Containers in the Borrower Fleet, in each case at the end of such fiscal quarter or year, as the case may be; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by CAI or any of the Transaction Parties its Subsidiaries with the Securities and Exchange Commission or sent to the stockholders of the BorrowerCommission; (e) on each Determination Date and (ii) at least five (5) Business Days prior to the date of any removal or sale of any assets not made in the ordinary course of business from the Borrowing Base, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month, sale date or other date as may reasonably be requested by the Administrative Agent; (f) on each Determination Date, a Manager Report; (g) from time to time upon request of such other financial data and information (including accountants’ management letters) as the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ssAdministrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentAdministrative Agent (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments)adjustments and the exclusion of detailed footnotes; (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 certificate in substantially the form of EXHIBIT Exhibit C hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Sections 7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained in ss.10 Section 9 hereof and (that no Default or Event of Default exists, provided that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower's and its Subsidiaries' stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as the Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

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) 90 days after the end of each fiscal year of the Borrower, the audited 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 statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows 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 generally accepted accounting principles, and certified accompanied by an auditor's report prepared without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or by other independent certified public accountants satisfactory another "Big Six" accounting 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 AgentAgent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), together and any other information the Banks may need to complete a financial analysis of the Borrower and its Subsidiaries. At any time that the Agent has reasonable grounds to request the same (including, without limitation, at any time that the Compliance Certificate indicates that the Borrower is at or near minimum compliance with the financial covenants contained in this Agreement), the Agent may require that such report be accompanied by a written statement from such accountants to the effect that they have read a copy of this Credit Agreement, and that, in making the examination necessary to for 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 Default, they shall disclose in such statement any such Default or Event of Default; PROVIDED that such accountants shall not be liable to 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 fiscal quarters of the Borrowerquarter in each year), copies of the unaudited 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 statement statements of income income, changes in shareholder's equity and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow flows for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesprinciples (which may be provided by inclusion in the Form 10-Q of the Borrower for such period provided pursuant to subsection (c) below), together with a certification by the principal financial or accounting officer an Authorized 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 (subject to year-end adjustments); (c) as soon as practicable, but in any event not later than 45 days after the end of each fiscal quarter of the Borrower (excluding the fourth fiscal quarter in each year), copies of Form 10-Q 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 the Funds from Operations for such fiscal quarter for the Borrower and its Subsidiaries and the Net Operating Income and Operating Cash Flow for the Real Estate and year-to-date in form and substance satisfactory to Agent, prepared on a basis consistent with the statement furnished pursuant to Section 6.4(c) together with a certification by an Authorized Officer of the Borrower that the information contained in such statement fairly presents the Funds from Operations of the Borrower and its Subsidiaries and the Net Operating Income and Operating Cash Flow for the Real Estate for such period; (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, and within thirty (30) days of the filing with the SEC of a Form 8-K or any other document amending any other filing previously made by the Borrower which could reasonably be expected to have a materially adverse effect on the Borrower, a statement (a "Compliance Certificate") certified by the principal financial or accounting officer an Authorized Officer of the Borrower and the Guarantor in substantially the form of EXHIBIT C D hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 9, and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (df) concurrently with the delivery of the financial statements described in subsections (b) and (c) above, a certificate signed by an Authorized Officer of the Borrower to the effect that, having read this Agreement, and based upon an examination which they deem sufficient to 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 facts with respect thereto; (g) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission SEC or sent to the stockholders of the Borrower; (eh) from time to time upon request of the Agent, projections but in any event not later than 30 days after receipt of notice of such request from the Agent, updated Rent Rolls with respect to the Real Estate, a summary of each Rent Roll in form reasonably satisfactory to the Agent, and a leasing activity report with respect to the Real Estate setting forth the Borrower's efforts to market and lease the then unleased space in the Real Estate and the results of such efforts; (i) simultaneously within 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 Borrower or its Subsidiaries owns an interest) and stating the owner thereof, the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower and its Subsidiaries updating those projections delivered (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; (j) promptly after they are filed with the Internal Revenue Service, copies of all annual federal income tax return and amendments thereto of the Borrower; (k) not later than five (5) Business Days after the Borrower receives notice of the same from either of the Rating Agencies or otherwise learns of the same, notice of the issuance of any change in the rating by either of the Rating Agencies in respect of any debt of the Borrower (including any change in an Implied Rating), together with the details thereof, and of any announcement by either 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 either of the Rating Agencies (collectively a "Rating Notice"); and (l) from time to time such other financial data and information in the Banks possession of the Borrower or the Guarantor (including without limitation separate financial statements for the Guarantor, auditors' management letters, evidence of payment of taxes, property inspection and referred environmental reports and information as to in sszoning and other legal and regulatory changes affecting the Borrower or the Guarantor) as the Agent may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to the Administrative Agent and each of the BanksSecured Party: (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, the consolidated balance sheet of (i) the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower (ii) CAI and its Subsidiaries, in each case, as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating consolidated 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 generally accepted accounting principlesGAAP, audited and certified certified, without qualification and without an expression of uncertainty as to the ability of the Borrower or CAI, as the case may be, to continue as going concerns, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Deloitte, LLP, KPMG, LLP or by other independent certified public accountants reasonably satisfactory to the Administrative Agent, together with a written statement from such accountants to the 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 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 sixty (4560) days after the end of each of the fiscal quarters of the BorrowerBorrower and CAI, copies of the unaudited consolidated balance sheet of (i) the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower (ii) CAI and its Subsidiaries, in each case as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's ’s or CAI’s, as the case may be, fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the principal financial or accounting officer of the Borrower or CAI, as the case may be, that the information contained in such financial statements fairly presents in all material respects the financial position of the Borrower or CAI and its Subsidiaries Subsidiaries, 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); (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 C Exhibit D hereto (a “Compliance Certificate”), (ii) end of period utilization rates and setting forth per diem rental rate information with respect to all Containers in reasonable detail computations evidencing compliance the Borrower Fleet, (iii) the number and types of Containers in the Borrower Fleet and the aggregate Net Book Value and Original Equipment Cost of all Containers in the Borrower Fleet, (iv) the identity of the Person appointed by the Borrower as agent with respect to the covenants contained in ss.10 Borrower’s accounts receivable, and (if applicablev) reconciliations a status report regarding any Defaulted Lease and the recovery of any equipment subject to reflect changes a Defaulted Lease, in generally accepted accounting principles since each case at the Balance Sheet Dateend of such fiscal quarter or year, as the case may be; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by CAI or any of the Transaction Parties its Subsidiaries with the Securities and Exchange Commission or sent to the stockholders of the BorrowerCommission; (e) on each Determination Date and (ii) at least five (5) Business Days prior to the date of any removal or sale of any assets not made in the ordinary course of business from the Borrowing Base, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month, sale date or other date so requested by the Administrative Agent. (f) from time to time upon request of the Agent, projections of the Borrower such other financial data and its Subsidiaries updating those projections delivered to the Banks and referred to in ssinformation (including accountants’ management letters) as any Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but in any event not later than ninety ninety-five (9095) days after the end of each fiscal year of the BorrowerCompany, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be: (i) the consolidated balance sheet of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its SubsidiariesCompany, each as at the end of such fiscal year, and ; (ii) the related consolidated statement of income and consolidated statement of cash flow and consolidating flows of the Company for such fiscal year; (iii) the balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as at the end of such fiscal year ; and (iv) the statement of income and consolidating statement of cash flow flows of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), each setting set forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to year; (II) be in reasonable detail, detail and prepared in accordance with generally accepted accounting principlesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and certified without qualification be accompanied by Arth▇▇ (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal 44 financial or accounting officer of the Company or ▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to scope, by other PricewaterhouseCoopers LLP or another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, together and, in the case of items (i) and (ii), shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)(i) and (ii)) a written statement from such accountants to the effect that they have read a copy in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Company has failed to comply with the terms, covenants, provisions or conditions of Section 6.1, Section 7.1, Section 7.5(a), Section 7.5(c), Section 7.6, Section 7.7 and Section 8 of this Credit Agreement, and that, in making Agreement as to accounting matters (provided that such accountants may also state that the examination necessary to said certification, they have obtained no audit was not directed primarily toward obtaining knowledge of any Default or Event of Defaultsuch noncompliance), or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default such noncompliance, they shall disclose in such statement any such Default or Event of Defaultnoncompliance; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Defaultsuch noncompliance; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of the Borrower, copies each fiscal year of the Company, (i) the unaudited interim condensed consolidated balance sheet of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Company as at the end of such fiscal quarter, and (ii) the related unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with generally accepted accounting principlesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, together with and including footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and concurrently therewith a certification by the principal financial or accounting officer of the Borrower that Company that, in the information contained in such financial statements fairly presents opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial position of the Borrower and its Subsidiaries on Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments); (c) concurrently with the delivery of the financial statements referred to in subsection (b) above, the quarterly FOCUS Report of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) simultaneously with the delivery of the financial statements referred to in subsections (aa)(i) and (ii) and (b) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of the Borrower Company in substantially the form of EXHIBIT C Exhibit H hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 8 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereofDecember 31, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower2017; (e) promptly after the same are available, copies of each annual report, proxy, if any, or financial statement or other report or communication sent to the holders of Equity Securities of the Company who are not Affiliates of the Company, and copies of all annual, interim and current 45 reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company 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; and (f) from time to time upon request such other financial data and information (including accountants’ management letters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the Agent, projections posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the Borrower documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its Subsidiaries updating those projections delivered copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and referred (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in ssinvestment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company 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 Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇ any Company Materials “PUBLIC.”

Financial Statements, Certificates and Information. The Borrower will deliver to each of the BanksLenders: (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, the 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 consolidated statement of income and consolidated statement of cash 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 the projections for such fiscal year and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP, and certified certified, without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory and without an expression of uncertainty as to the Agentability of the Borrower or any of its Subsidiaries to continue as going concerns, by the Accountants, together with a written statement from such accountants Accountants to the 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 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 provided that such accountants Accountants shall not be liable to the Banks Lenders for failure to obtain knowledge of any Default or Event of Default, such financial statements to be accompanied by the certificate required by Section 4.3.2; (b) 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, copies of the unaudited 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 consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, each setting forth in comparative form the figures for the corresponding fiscal quarter from the prior fiscal year and the projections for such fiscal quarter all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, 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 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 prepared in accordance with GAAP, each setting forth in comparative form the figures for the corresponding fiscal month from the prior fiscal year and the projections for such fiscal month 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) 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 and its Subsidiaries sales and Consolidated EBITDA statements on an individual Store-by-Store basis for each Store operated by the Borrower or any of its Subsidiaries, each setting forth in comparative form the figures for the corresponding fiscal quarter from the prior fiscal year and the projections for such fiscal quarter, such statements to be in a form satisfactory to the Required Lenders; (e) 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 in substantially the form of EXHIBIT C Exhibit D hereto (a "Compliance Certificate") and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 11 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet Date; (df) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (eg) within forty-five (45) days after the beginning of each fiscal year of the Borrower and from time to time upon request of the AgentAdministrative Agent (but not more frequently than annually so long as no Default or Event of Default is continuing), projections of the Borrower and its Subsidiaries broken down for the next fiscal year on a month by month and quarter by quarter basis updating those projections and budgets delivered to the Banks Lenders and referred to in ssSection 8.4.3 or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 9.4(g); (h) all information sent to the directors of the Borrower regarding the opening of new Stores; (i) all notices and other information sent to any holder of Subordinated Debt, in its capacity as such; and (j) from time to time such other financial data and information (including accountants' management letters) as the Administrative Agent or any Lender may reasonably request.

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared prepared, in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ ▇▇▇e▇PricewaterhouseCoopers LLP or Art▇▇▇ ▇▇d▇▇▇▇▇ LLP or by other nationally recognized independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentAdministrative Agent (the "Accountants"). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the "CFO or the CAO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments)adjustments and the exclusion of detailed footnotes; (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 certificate in substantially the form of EXHIBIT C Exhibit F hereto (the "Compliance Certificate") signed by the CFO or the CAO or the Borrower's corporate treasurer, stating that the Borrower and its Subsidiaries are in compliance with the covenants contained in Sections 7, 8 and 9 hereof as of the end of the applicable period and setting forth in reasonable detail computations evidencing such compliance with respect to the covenants contained 54 -48- in ss.10 Section 9 hereof and (that no Default or Event of Default exists, provided that if applicable) reconciliations the Borrower shall at the time of issuance of such Compliance Certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to reflect changes in generally accepted accounting principles since the Balance Sheet DateBanks a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (d) contemporaneously with promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the Borrower's and its Subsidiaries' stockholders of the Borrower;generally; and (e) from time to time upon request such other financial data and other information as the Banks may reasonably request. The Borrower hereby authorizes each Bank to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities where required by law; provided, however, this authorization shall not be deemed to be a waiver of any rights to object to the Agent, projections disclosure by the Banks of any such information which the Borrower and its Subsidiaries updating those projections delivered has or may have under the federal Right to the Banks and referred Financial Privacy Act of 1978, as in effect from time to in sstime, except as to matters specifically permitted therein.

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 ninety-five (9095) days after the end of each fiscal year of the Borrower, : (i) the consolidated balance sheet of the Borrower and its Subsidiaries and as at the end of such fiscal year; (ii) the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such fiscal year, and ; (iii) the related consolidated statement of income and consolidated statement of cash flow and flows of the Borrower for such fiscal year; and (iv) the consolidating statement of income and consolidating statement of cash flow flows of the Borrower for such fiscal year, each setting . Each of the balance sheets and statements delivered under this Section 6.4(a) shall (i) set forth in comparative form the figures for the previous fiscal year and all such consolidated and consolidating statements to year; (ii) be in reasonable detail, detail and prepared in accordance with generally accepted GAAP based on the records and books of account maintained as provided in Section 6.3; (iii) as to items (i) and (iii) above, be accompanied by a certification by the principal financial or accounting principlesofficer of the Borrower that the information contained in such financial statements presents fairly in all material respects the financial position of the Borrower and the Consolidated Subsidiaries on the date thereof and results of operations and cash flows of the Borrower and the Consolidated Subsidiaries for the periods covered thereby; and (iv) as to items (i) and (iii) above, and certified be certified, without qualification limitation as to scope, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ KPMG Peat Marwick LLP or by other another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, together with and shall be accompanied by a written statement from such accountants to the effect that they have read a copy in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Borrower has failed to comply with the terms, covenants, provisions or conditions of Section 6.3, Section 7, and Section 8 of this Credit Agreement, and that, in making Agreement as to accounting matters (provided that such accountants may also state that the examination necessary to said certification, they have obtained no audit was not directed primarily toward obtaining knowledge of any Default or Event of Defaultsuch noncompliance), or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default such noncompliance, they shall disclose in such statement any such Default or Event of Defaultnoncompliance; PROVIDED provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Defaultsuch noncompliance; (b) as soon as practicable, but in any event not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of (i) the unaudited interim condensed 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 fiscal quarter, and (ii) the related unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Borrower for such fiscal quarter and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail and prepared in accordance with generally accepted accounting principlesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, together with a certification by the principal financial or accounting officer of the Borrower that that, in the information contained in such financial statements fairly presents opinion of management of the Borrower, all adjustments necessary for a fair presentation of (A) the results of operations of the Borrower for the periods covered thereby, (B) the financial position of the Borrower and its Subsidiaries on at the date thereof thereof, and (C) the cash flows of the Borrower for periods covered thereby have been made (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of the Borrower in substantially the form of EXHIBIT C Exhibit K hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 Section 8 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles GAAP since the Balance Sheet DateDecember 31, 1998; (d) contemporaneously with promptly after the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders holders of the Equity Securities of the Borrower;; and (e) from time to time upon such other financial data and information (including accountants' management letters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request; provided, however, that each of the Administrative Agent and the Banks agrees that with respect to any data and information obtained by it as a result of any request pursuant to this clause (e) (and with respect to any other data and information that is by the terms of this Credit Agreement to be held subject to this Section 6.4(e)), to the extent that such data and information has not theretofore otherwise been disclosed in such a manner as to render such data and information no longer confidential, each of the Administrative Agent and the Banks will use its reasonable efforts (consistent with its established procedures) to reasonably maintain (and cause its employees and officers to maintain) the confidential nature of the data and information therein contained; provided, however, that anything herein contained to the contrary notwithstanding, each of the Administrative Agent and the Banks may, to the extent necessary, disclose or disseminate such data and information to: (i) its employees, Affiliates, directors, agents, attorneys, accountants, auditors, and other professional advisers who would ordinarily have access to such data and information in the normal course of the performance of their duties in accordance with the Administrative Agent's or such Bank's customary procedures relating to confidential information; (ii) such third parties as it may, in its discretion, deem reasonably necessary or desirable (A) in connection with or in response to any Government Mandate or request of any Government Authority, or (B) in connection with any Proceeding pending (or on its face purported to be pending) before any Government Authority (including Proceedings involving the AgentBorrower); (iii) any prospective purchaser, projections participant or investment banker in connection with the resale or proposed resale of any portion of the Borrower and its Subsidiaries updating those projections delivered Loans, or of a participation therein, who shall agree in writing to accept such information subject to the provisions of this clause (e); (iv) any Person holding the Equity Securities or Funded Debt of the Administrative Agent or such Bank who, subject to the provisions of this clause (e), shall have requested to inspect such information; and (v) any Entity utilizing such information to rate or classify the Equity Securities or Funded Debt of the Administrative Agent or such Bank or to report to the public concerning the industry of which the Administrative Agent or such Bank is a part; provided, however, that none of the Administrative Agent and the Banks shall be liable to the Borrower or any other Person for damages arising hereunder from the disclosure of non- public information despite its reasonable efforts in accordance with the provisions of this clause (e) or from a failure by any other party to perform and referred to observe its covenants in ssthis clause (e).

Financial Statements, Certificates and Information. The Borrower will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the Borrower, the 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, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Borrower and reasonably satisfactory to the AgentAdministrative Agent (the “Accountants”). In addition, together simultaneously therewith, the Borrower shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet and statement of operations 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, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower (the “CFO” or the “CAO”) that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Borrower and its Subsidiaries as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments)adjustments and the exclusion of detailed footnotes; (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 in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.

Financial Statements, Certificates and Information. The Borrower Borrowers will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) days after the end of each fiscal year of the BorrowerParent, the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each Parent as at the end of such year, statements of cash flows, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement statements of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or by other independent certified public accountants satisfactory with respect to the Agentconsolidated financial statements, together with a written statement from such accountants to certified by the 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 Banks for failure to obtain knowledge of any Default or Event of DefaultAccountants; (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 fiscal quarters of the BorrowerBorrowers, copies of the unaudited consolidated and consolidating balance sheet sheets and statement of operations of the Borrower and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each Parent as at the end of such quarter, and subject to year end adjustments, the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principlesGAAP, together with a certification by the chief executive officer (the "CEO") or the principal financial or accounting officer of each Borrower (the Borrower "CFO") that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present the consolidated financial position condition of the Borrower and its Subsidiaries Borrowers as at the close of business on the date thereof (subject to year-end adjustments)) and the results of operations for the period then ended; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement in the form of Exhibit D hereto (the "Compliance Certificate") certified by the principal financial CEO or accounting officer the CFO that the Borrowers are in compliance with the covenants contained in ss.ss.6, 7 and 8 hereof, as of the Borrower in substantially end of the form of EXHIBIT C hereto applicable period and setting forth in reasonable detail computations evidencing compliance such compliance, provided that if the Borrowers shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrowers shall include in such certificate or otherwise deliver forthwith to the Lenders a certificate specifying the nature and period of existence thereof and what action the Borrowers propose to take with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Daterespect thereto; (d) annually or at such other time as may be requested by the Administrative Agent, copies of the financial statements, financial projections, annual budget and business plan concerning the Borrowers in substantially the same form in which such information is supplied to the boards of directors of the Borrowers; (e) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices nature filed by any of the Transaction Parties with the Securities and Exchange Commission SEC or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.Borrowers; and

Financial Statements, Certificates and Information. The Borrower Company will deliver to each of the Banks: (a) as soon as practicable, but but, in any event not later than ninety (90) 100 days after the end of each fiscal year of the BorrowerCompany, the consolidated balance sheet of the Borrower Company and its Subsidiaries and the consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such year, consolidated statements of cash flows, and the related consolidated statement statements of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for such yearoperations, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated and consolidating financial statements to be in reasonable detail, prepared in accordance with generally accepted accounting principlesGAAP and, and with respect to the consolidated financial statements, certified without qualification by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Ernst & Young LLP or by other nationally recognized independent certified public accountants auditors selected by the Company and reasonably satisfactory to the AgentAdministrative Agent (the “Accountants”). In addition, together simultaneously therewith, the Company shall provide the Banks with a written statement from such accountants Accountants to the 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 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 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) 60 days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerCompany, copies of the unaudited consolidated balance sheet and statement of operations of the Borrower Company and its Subsidiaries and the unaudited consolidating balance sheet of the Borrower and its Subsidiaries, each as at the end of such quarter, subject to year-end adjustments, and the related consolidated statement of income and consolidated statement of cash flow and consolidating statement of income and consolidating statement of cash flow for the portion of the Borrower's fiscal year then elapsedflows, all in reasonable detail and prepared in accordance with generally accepted accounting principles, together GAAP (to the extent GAAP is applicable to interim unaudited financial statements) with a certification by the principal financial or accounting officer of the Borrower Company (the “CFO” or the “CAO”) that the information contained in such consolidated financial statements are prepared in accordance with GAAP (to the extent GAAP is applicable to interim unaudited financial statements) and fairly presents present, in all material respects, the consolidated financial position condition of the Borrower Company and its Subsidiaries as at the close of business on the date thereof (and the results of operations for the period then ended, subject to year-end adjustments)adjustments and the exclusion of detailed footnotes; (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 in substantially the form of EXHIBIT C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.10 and (if applicable) reconciliations to reflect changes in generally accepted accounting principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, all reports, proxy statements and notices filed by any of the Transaction Parties with the Securities and Exchange Commission or sent to the stockholders of the Borrower; (e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in ss.