Annual Financial Statements. As soon as practicable and in any event within ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (commencing with the Fiscal Year ended December 31, 2018), an audited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited by Grant Thornton LLP or an independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent, and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is not subject to any “going concern” or similar qualification or exception or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.

Furnish [[Organization B:Organization]] and Lenders within one hundred twenty (120) days after the end of each fiscal year of Castle, financial statements of Castle and its Subsidiaries on a consolidated basis including, but not limited to, statements of income and stockholders' equity and cash flow from the

Annual Financial Statements. Within one hundred twenty (120) days of the end of the calendar year, Borrowers shall provide the Bank with internally prepared combined annual financial statements of Borrowers, prepared on a sound accounting basis in accordance with GAAP, consistently applied (including combined balance sheets and combined income statements) and the information in Section 6.6(a) (i) and (ii), respectively, above for such entire applicable fiscal year period). Borrowers shall cause

Financial projections covering a time period acceptable to [[Organization B:Organization]] and specifying the assumptions used in creating the projections. Annual projections shall in any case be provided to [[Organization B:Organization]] within 30 days of each fiscal year end.

as soon as available, but in any event within thirty (30) days after the end of each fiscal year, a copy of the detailed annual operating budget or plan approved by management of the Borrowers, including 885707.04-LACSR02A - MSW

In the event that any Borrower wishes to incur an extraordinary Operating Expense not set forth in the Approved Annual Operating Budget (each, an “Extraordinary Expense”) and such Extraordinary Expense, taken together with any other Extraordinary Expense incurred for the same purpose, exceeds the least of # five percent (5%) of the Approved Annual Operating Budget allocable to the Property or Properties impacted by such Extraordinary Expense, # twenty percent (20%) of the total expense incurred by the Borrowers in the same category (as such categories are depicted in the draft budget attached hereto as [Exhibit F]) allocable to the Property or Properties impacted by such Extraordinary Expense or # TWENTY-FIVE THOUSAND DOLLARS ($25,000.00), then the Borrowers shall promptly deliver to the Agent a reasonably detailed explanation of such proposed Extraordinary Expense and shall not incur such Extraordinary Expense unless and until the same has been Approved by the Agent.

“Budget” shall mean any Annual Budget or any other budget approved by Newco.

“Annual Operating Budgets” means the budget, including all Operating Expenses, and all known or anticipated leasing costs, for each Property (broken out by Property and shown in the aggregate) prepared by the Borrowers for the applicable Fiscal Year or other period, as the same may be amended, modified or supplemented from time to time in accordance with this Agreement.

Notwithstanding the provisions of Paragraph 6 hereof, during the period from January 1, 2016 until (but not including) June 1, 2020 (the “Settlement Agreement Period”), all capital expenditures (excluding expenditures for SCR Equipment (as defined herein)) made in respect of the Columbia Plant and the 345 KV Substation shall be entirely funded by Power Company and shall not be shared by the Companies in accordance with their Ownership Shares. In order that the Companies may have greater certainty for their own planning purposes, but without limiting its obligation under the preceding sentence, Power Company commits to use commercially reasonable efforts during the Settlement Agreement Period to incur total capital expenditures for the Columbia Plant and the 345 KV Substation (excluding expenditures for SCR Equipment) in an amount that is no less than the aggregate amount set forth in the budget for the Columbia Plant and the 345 KV Substation attached hereto as Exhibit B; provided that, incurring such capital expenditures is consistent with good utility operating practices at the time that such expenditures are scheduled to be incurred (the “CapEx Budget” and the aggregate amount of capital expenditures reflected thereon being referred to as the “Commitment Amount”). In order that the Companies may have greater certainty for their own planning purposes, but without limiting its obligations under the preceding sentences of this paragraph 1.1(a), Power Company will use commercially reasonable efforts to incur capital expenditures in an amount that is consistent with the amounts set forth in Exhibit B on an annual basis; provided that, incurring such capital expenditures is consistent with good utility operating practices at the time that such expenditures are scheduled to be incurred (the “Annual Budget Amount”). If the capital expenditures incurred in any given year is materially more or less than the Annual Budget Amount, or if Power Company's projections concerning capital expenditures change such that it anticipates spending materially more or less than the Annual Budget Amount in a future year, any of the Companies may request a meeting among senior executive officers of the Companies to discuss the reasons for such variance from the Annual Budget Amount and means of addressing such variance.

If the Operating Committee determines that a Discovery may be a Commercial Discovery, Operator shall, as soon as practicable, deliver to the Parties a Development Plan together with the first annual Work Program and Budget (or a multi-year Work Program and Budget pursuant to clause 6.10) and provisional Work Programs and Budgets for the remainder of the development of the Discovery, which shall contain, inter alia: