Common use of Financial Reports Clause in Contracts

Financial Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter end.

Financial Reports. Borrower Credit Parties shall furnish to Agent Lender (i) as soon as available and in any event within 90 when submitted to the Securities and Exchange Commission but no later than one hundred and five (105) calendar days after the end of each fiscal year of Credit Parties, audited annual consolidated and consolidating financial statements of Credit Parties, including the Borrowernotes thereto, the audited consisting of a consolidated and consolidating balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidated and consolidating statements of income, retained earnings, cash flows and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated which financial statements present fairly in all material respects shall be prepared by an independent certified public accounting firm satisfactory to Lender and accompanied by related management letters, if available; provided that beginning with the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K statements for the applicable fiscal year; year ending December 31, 2008, no going concern opinion shall be issued in connection with such financial statements, (ii) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 thirty calendar days after the end of each calendar monthmonth (fifty calendar days after the end of any month which coincides with the end of a fiscal quarter and sixty days after the end of any month which coincides with the end of a fiscal year), the consolidated unaudited financial statements of Credit Parties consisting of a balance sheet, sheet and statements of income statement and statement of cash flows of Borrower as of the end of the immediately preceding calendar month, certified . Monthly financial statements provided to the Lender which have been internally prepared by an officer Borrower for any month which corresponds with the end of Borrower as presenting fairly in all material respects a fiscal quarter or fiscal year will be subject to further adjustments by the Credit Parties’ outside auditors before being finalized. All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods except for any normal quarter and year-end adjustments which may be applied in future periods and for any changes in accounting methodology that may have been applied since any prior period. With each such financial statement, Credit Parties shall also deliver a certificate of its chief financial officer or principal accounting officer in substantially the form of Exhibit B hereto (a “Compliance Certificate”) stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Credit Parties, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) Credit Parties are in compliance with all financial covenants attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the valuation financial covenants in a form satisfactory to Lender and (iii) simultaneously with the delivery of Borrower’s investments, it being understood that any such monthly financial statements need only reflect for any given month, an accounts payable aging schedule showing a reconciliation to the available valuation of Borrower’s investments as of amounts reported in the most recent quarter endmonthly financial statements.

Financial Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 thirty (30) calendar days after the end of each calendar month of Parent Entity, unaudited monthly financial statements of Parent Entity and its Subsidiaries on a consolidated basis consisting of a balance sheet and statements of income and cash flows as of the end of the immediately preceding calendar month, (ii) as soon as available and in any event within one hundred fifty (150) calendar days after the end of each fiscal year of Parent Entity, audited annual financial statements of Parent Entity on a consolidated and consolidating basis, including the Borrowernotes thereto, the audited consolidated consisting of a balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related statements of income, retained earnings, cash flows and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on which financial statements shall be prepared and certified without qualification by PricewaterhouseCoopers Deloitte & Touche LLP or such other independent certified public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing accounting firm mutually agreeable to Agent the report of the and Borrower to the SEC on Form 10-Q for the applicable quarterly period; and accompanied by related management letters, if available and (iii) within 30 no later than thirty (30) days after the end beginning of each calendar monthParent Entity’s and Borrower’s fiscal years commencing with fiscal year ended December 31, the consolidated balance sheet2019, a month by month projected operating budget and cash flow of Parent Entity and its Subsidiaries for such fiscal year (including an income statement for each month and statement of cash flows of Borrower a balance sheet as of at the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly last month in all material respects the each fiscal quarter). All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (subject, as to interim statements, to lack of footnotes and year-end adjustments). With the quarterly financial statements of Parent Entity, Borrower shall also deliver a compliance certificate of a Responsible Officer of Borrower in the form satisfactory to Agent stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect to thereto and (C) no Material Adverse Effect has occurred since the valuation last delivery of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endstatements.

Financial Reports. Borrower shall, and shall cause each Subsidiary to, maintain a standard system of accounting in accordance with GAAP and shall furnish to Administrative Agent, each Lender, the L/C Issuer and each of their duly authorized representatives such information respecting the business and financial condition of Borrower and each Subsidiary as Administrative Agent or such Lender may reasonably request; and without any request, shall furnish to Administrative Agent, the Lenders, and L/C Issuer: (a) (i) as soon as available available, and in any event within 90 no later than forty-five (45) days after the end last day of each fiscal quarter of each fiscal year of Borrower (commencing with the Borrowerfiscal quarter ended September 30, 2019), a copy of the audited consolidated and combined balance sheets of Borrower and its Subsidiaries (including reasonably detailed information regarding the Affiliated Entities) as of the last day of such fiscal quarter and the consolidated and combined statements of income, retained earnings, and cash flows of Borrower and its Subsidiaries (including reasonably detailed information demonstrating the results of the Affiliated Entities) for the fiscal quarter and for the fiscal year to date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by Borrower in accordance with GAAP (subject to the absence of footnote disclosures and year end audit adjustments) and certified to by a Responsible Officer; and (ii) as soon as available, and in any event no later than forty-five (45) days after the last day of the fiscal quarter of the Closing Date Target ended September 30, 2019, a copy of the consolidated balance sheetsheet of the Closing Date Target as of the last day of such fiscal quarter and the consolidated statements of income, income statement retained earnings, and statement of cash flows of the Closing Date Target for the fiscal quarter and for the fiscal year to date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by Borrower or the Closing Date Target in accordance with GAAP (subject to the absence of footnote disclosures and year end audit adjustments) and certified to by a Responsible Officer; (b) as soon as available, and in any event no later than ninety (90) days after the last day of each fiscal year of Borrower, a copy of the consolidated and combined balance sheets of Borrower and its Subsidiaries (including reasonably detailed information regarding the Affiliated Entities) as of the end last day of the fiscal year then ended and the consolidated and combined statements of income, retained earnings, and cash flows of Borrower and its Subsidiaries (including reasonably detailed information demonstrating the results of the Affiliated Entities) for such yearthe fiscal year then ended, setting forth and accompanying notes thereto, each in each case reasonable detail showing in comparative form the figures for the previous fiscal year, all reported on accompanied by PricewaterhouseCoopers an unqualified opinion of Xxxxx Xxxxxxxx LLP or other another firm of independent public accountants of recognized national standing standing, selected by Xxxxxxxx and reasonably satisfactory to Administrative Agent and the Required Lenders, to the effect that such consolidated the financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis have been prepared in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows financial condition of Borrower and its Subsidiaries as of the end close of such fiscal year and the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of their operations and cash flows for the fiscal year then ended and that an examination of Borrower on a consolidated basis such accounts in connection with such financial statements has been made in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investmentsgenerally accepted auditing standards and, it being understood that any accordingly, such monthly financial statements need only reflect the available valuation of Borrower’s investments as examination included such tests of the most recent quarter end.accounting records and such other auditing procedures as were considered necessary in the circumstances; (c) promptly after receipt thereof, any additional written reports or management letters given to it by its independent public accountants;

Financial Reports. Borrower Borrowers shall furnish to Agent and each Lender (i) as soon as available and in any event within 90 one hundred twenty (120) calendar days after the end of each fiscal year of Borrowers, annual financial statements of Borrowers on a Consolidated Basis and on a consolidating basis, including the Borrowernotes thereto, the audited consisting of a consolidated and consolidating balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidated and consolidating statements of income, consolidated (but not consolidating) retained earnings, consolidated (but not consolidating) cash flows and consolidated (but not consolidating) owners' equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on which consolidated financial statements shall be audited and shall be accompanied by PricewaterhouseCoopers LLP an opinion of a Big Four accounting firm (or other independent certified public accountants accounting firm reasonably satisfactory to Agent), which opinion shall not be qualified as to going concern or scope of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearaudit; (ii) as soon as available and in any event within 45 forty-five (45) calendar days after the end of each fiscal quarter of Borrowers (other than the first three last fiscal quarters quarter of each fiscal year year), unaudited financial statements of the BorrowerBorrowers on a Consolidated Basis and on a consolidating basis consisting of a consolidated and consolidating balance sheet and consolidated and consolidating statements of income, the consolidated balance sheet, income statement (but not consolidating) retained earnings and statement of consolidated (but not consolidating) cash flows of the Borrower and consolidated (but not consolidating) owners' equity as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly periodquarter; and (iii) as soon as available and in any event within 30 thirty (30) calendar days after the end of each calendar monthmonth (other than the last calendar month of a fiscal quarter), the consolidated unaudited financial statements of Borrowers on a Consolidated Basis consisting of a balance sheetsheet and statements of income, income statement and statement of retained earnings, cash flows of Borrower and owners' equity as of the end of the immediately preceding calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods. With each such financial statement, Borrowing Agent shall also deliver a certificate of its chief financial officer stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrowers, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) Borrowers are in compliance with all financial covenants attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the financial covenants in a form reasonably satisfactory to Agent. All consolidating statements required under this Section 6.1(a) or elsewhere in this Agreement shall be prepared for each Business Group of Borrowers and its Subsidiaries and not with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endindividual Borrower or Subsidiary.

Financial Reports. Borrower shall furnish to Agent Lender (i) as soon as available and in any event within 90 one-hundred fifty (150) calendar days after the end of each fiscal year of the Borrower, audited annual consolidated financial statements of Borrower and its Subsidiaries, including the audited notes thereto, consisting of a consolidated balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidated statements of income, retained earnings and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated which financial statements present fairly in all material respects the financial condition shall be prepared on an accrual basis and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedcertified without qualification by an independent certified public accounting firm satisfactory to Lender and accompanied by related management letters, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; if available, (ii) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for forty-five (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of45) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 calendar days after the end of each calendar monthquarter, the unaudited consolidated balance sheet, income statement and statement of cash flows financial statements of Borrower and its Subsidiaries consisting of a balance sheet and statements of income, retained earnings and owners’ equity as of the end of the immediately preceding monthcalendar quarter, certified by an officer of Borrower as presenting fairly in all material respects except that the financial condition statements required under this subclause (ii) shall not be required for the end of the fourth calendar quarter, and results (iii) as soon as available but in any event within sixty (60) days of operations the last day of Borrower on Borrower’s fiscal year, a consolidated basis budget approved by Borrower’s board of directors for the following fiscal year (minimum of one year). All such financial statements shall be prepared in accordance with GAAP consistently applied other than with prior periods. With each such financial statement, Borrower shall also deliver a certificate of a Responsible Officer substantially in the form of Exhibit I stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) Borrower is in compliance with all financial covenants attached as Annex I hereto (the “Compliance Certificate”). Such Compliance Certificate shall be accompanied by the calculations necessary to show compliance with the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endcovenants in a form satisfactory to Lender.

Financial Reports. (a) Borrower shall will furnish to Agent Agent: (i) as soon as available annual audited consolidated financial statements of the REIT and its Consolidated Subsidiaries prepared in any event accordance with GAAP within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of the REIT's fiscal year prepared by nationally recognized independent public accountants (which accountant's opinion shall be -50- 57 unqualified), including the related consolidated statements of income, cash flow and for such year, retained earnings and setting forth in each case in comparative form the figures for the previous fiscal yearcorresponding prior year period, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing satisfactory to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearAgent; (ii) within 45 60 days after the end close of each quarterly accounting period in each fiscal year, the management prepared consolidated balance sheet of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement REIT and statement of cash flows of the Borrower its Consolidated Subsidiaries as of the end of such quarterly period and the related consolidated statements of income, cash flow and retained earnings for such quarterly period and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, each prepared in accordance with GAAP; (iii) annual audited, if available, or unaudited consolidated financial statements of Borrower and its Consolidated Subsidiaries prepared in accordance with GAAP within 90 days of the end of Borrower's fiscal year and, if audited, prepared by nationally recognized independent public accountants (which accountant's opinion shall be unqualified), including the related consolidated statements of income, cash flow and retained earnings and setting forth in each case in comparative form the figures for the corresponding prior year period, satisfactory to Agent; (oriv) within 60 days after the close of each quarterly accounting period in each fiscal year, in the case management prepared consolidated balance sheet of the statements of assets Borrower and liabilities, operations, changes in net assets and cash flows, its Consolidated Subsidiaries as of the end of) of such quarterly period and the corresponding related consolidated statements of income, cash flow and retained earnings for such quarterly period or periods and for the elapsed portion of the previous fiscal yearyear ended with the last day of such quarterly period, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis each prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly periodGAAP; and (iiiv) within 30 copies of all of the REIT's, Borrower's and Loan Parties' quarterly and annual filings with the Securities and Exchange Commission and all shareholder reports and letters to the REIT's, Borrower's and all Loan Parties' shareholders or partners, as the case may be and all other publicly released information promptly after their filing or mailing. Borrower and the REIT will furnish such additional reports or data, but no more often than on a quarterly basis, as Agent may reasonably request including, without limitation, monthly operating statements, a certified rent roll, leasing and management reports for each Unencumbered Asset. Borrower and the REIT shall maintain a system of accounting capable of furnishing all such information and data, and shall maintain its books and records respecting financial and accounting matters in a proper manner and on a basis consistent with that used in the preparation of the GAAP consolidated financial statements of Borrower. Financial reports requested by Agent of Borrower shall be provided to Agent no later than (A) the later of (I) 15 days after such request and (II) 60 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of fiscal quarter relating to the requested financial reports described in clause (ii) or (iv) above or (B) 90 days after the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly fiscal year relating to such financial report described in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endclause (i) or (iii) above.

Financial Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, provided that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, provided that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter end.

Financial Reports. Borrower shall furnish to Agent (ia) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, the audited The consolidated balance sheet, income statement and statement sheet of cash flows of the Borrower as of the end of and for such yearat December 31, setting forth in each case in comparative form the figures for the previous fiscal year2015, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the related consolidated statements of assets income, retained earnings and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as for the fiscal year then ended, and accompanying notes thereto, which financial statements are accompanied by the audit report of Schulman, Lobel, Zand, Katzen, Wxxxxxxx & Bxxxxxxx LLP, independent public accountants, and the end of the immediately preceding month, certified by an officer unaudited interim consolidated balance sheet of Borrower as presenting at June 30, 2016, and the related consolidated statements of income, retained earnings and cash flows of Borrower for the six (6) months then ended, heretofore furnished to Collateral Agent, fairly present the consolidated financial condition of Borrower as at said dates and the consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis. Neither Borrower nor any Subsidiary has any contingent liabilities which are material to it other than as indicated on such financial statements and, with respect to future periods, neither Borrower nor any Subsidiary has any contingent liabilities which are material to it other than as indicated on the financial statements furnished pursuant to Section 6.5. As of the dates of the Financial Statements, no Loan Party had any known obligation, indebtedness or liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due), which was not reflected or reserved against in the balance sheets which are part of the Financial Statements, except for those incurred in the ordinary course of business and which are fully reflected on the books of account of the Loan Party, as applicable, or which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as previously disclosed to the Collateral Agent, all of the SEC Reports filed prior to the date of this Agreement, as of their respective dates thereof, complied in all material respects respects, as applicable, with the financial condition Act and results the Exchange Act. All of operations of Borrower the SEC Reports filed on a consolidated basis in accordance with GAAP consistently applied other than with respect to or after the valuation of Borrower’s investmentsClosing Date, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of their respective dates thereof, will comply in all material respects, as applicable, with the most recent quarter endAct and the Exchange Act.

Financial Reports. (a) Borrower shall and the REIT will furnish to Agent Lender: (i) annual audited consolidated or combined, as soon as available the case may be, financial statements of (A) Borrower and REIT, (B) SLC, the Corporation and each Guarantor and (C) Borrower, the REIT, SLC, the Corporation and each Guarantor, each prepared in any event accordance with GAAP within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for the previous Borrower's fiscal year, all reported on year prepared by PricewaterhouseCoopers LLP or other nationally recognized independent public accountants of recognized national standing (which accountant's opinion shall be unqualified), reasonably satisfactory to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearLender; (ii) within 45 days after the end close of each of the first three fiscal quarters of quarterly accounting period in each fiscal year year, the consolidated or combined, as the case may be, balance sheet of the (A) Borrower, the consolidated balance sheetREIT and each Guarantor, income statement (B) SLC and statement of cash flows of the Borrower Corporation and (C) Borrower, the REIT, SLC, the Corporation and each Guarantor, each as of the end of such quarterly period and the related consolidated statements of income, cash flow and shareholders' equity for such quarterly period and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis prepared in accordance with GAAP consistently appliedcertified by Borrower and SLC, subject to normal year-end audit adjustments and the absence of footnotesas applicable; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) quarterly and annual operating statements (prepared on a basis consistent with that used in the preparation of the GAAP consolidated or combined, as the case may be, financial statements of Borrower, the REIT, SLC, the Corporation and the Guarantors, and in compliance with the Uniform System of Accounts) for each Real Property Asset, separately disclosing the amounts paid under the related Operating Lease and including a comparison and reconciliation with the most recent Annual Operating Budget, within 30 45 days after of the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding monthquarter, certified by the Borrower and SLC, (iv) copies of all of Borrower's, REIT's, SLC's and the Corporation's quarterly and annual filings with the Securities and Exchange Commission and all shareholder reports and letters to the REIT's and the Corporation's shareholders and all other publicly released information promptly after their filing or mailing, (v) an officer annual operating and capital budget for each of the Real Property Assets (the "Annual Operating Budget"), including cash flow projections for the upcoming year, presented on a monthly basis consistent with the quarterly and annual operating statements referred to in clause (iii) above at least 15 days prior to the start of each calendar year and (vi) monthly operating statements for each Real Property Asset prior to the twenty-fifth (25th) day of each month. Borrower will furnish or cause to be furnished such additional reports or data, but no more often than on a quarterly basis, as Lender may reasonably request including, without limitation management and marketing reports for each Real Property Asset. Borrower and each Loan Party shall maintain a system of accounting capable of furnishing all such information and data, and shall maintain its respective books and records respecting financial and accounting matters in a proper manner and on a basis consistent with that used in the preparation of the GAAP consolidated financial statements of Borrower. Unless otherwise specified above financial reports requested by Lender of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other shall be provided to Lender no later than with respect to the valuation of Borrower’s investments, it being understood that any 15 days after such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endrequest.

Financial Reports. Borrower shall furnish to Agent (i) as soon as available The Company will furnish to the Agent: (A) annual audited consolidated financial statements of the REIT and its Consolidated Subsidiaries prepared in any event accordance with GAAP within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of the REIT's fiscal year prepared by nationally recognized independent public accountants (which accountant's opinion shall be unqualified), including the related consolidated statements of income, cash flow and for such year, retained earnings and setting forth in each case in comparative form the figures for the previous corresponding prior year period, satisfactory to the Agent; (B) within 60 days after the close of each quarterly accounting period in each fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such management prepared consolidated financial statements present fairly in all material respects the financial condition and results of operations balance sheet of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement REIT and statement of cash flows of the Borrower its Consolidated Subsidiaries as of the end of such quarterly period and the related consolidated statements of income, cash flow and retained earnings for such quarterly period and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, each prepared in accordance with GAAP; (C) annual audited, if available, or unaudited consolidated financial statements of the Company and its Consolidated Subsidiaries prepared in accordance with GAAP within 90 days of the end of the Company's fiscal year and, if audited, prepared by nationally recognized independent public accountants (which accountant's opinion shall be unqualified), including the related consolidated statements of income, cash flow and retained earnings and setting forth in each case in comparative form the figures for the corresponding prior year period, satisfactory to the Agent; (orD) within 60 days after the close of each quarterly accounting period in each fiscal year, in the case management prepared consolidated balance sheet of the statements of assets Company and liabilities, operations, changes in net assets and cash flows, its Consolidated Subsidiaries as of the end of) of such quarterly period and the corresponding related consolidated statements of income, cash flow and retained earnings for such quarterly period or periods and for the elapsed portion of the previous fiscal yearyear ended with the last day of such quarterly period, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis each prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly periodGAAP; and (iiiE) within 30 copies of all of each Guarantor's quarterly and annual filings with the Securities and Exchange Commission and all shareholder reports and letters to each Guarantor's shareholders or partners, as the case may be and all other publicly released information promptly after their filing or mailing. The Company will furnish such additional reports or data, but no more often than on a quarterly basis, as the Agent may reasonably request including, without limitation, monthly operating statements, a certified rent roll, leasing and management reports for each Unencumbered Asset. The Company and the REIT shall maintain a system of accounting capable of furnishing all such information and data, and shall maintain its books and records respecting financial and accounting matters in a proper manner and on a basis consistent with that used in the preparation of the GAAP consolidated financial statements of the Company. Financial reports requested by the Agent of the Company shall be provided to the Agent no later than (1) the later of (x) 15 days after such request and (y) 60 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of fiscal quarter relating to the requested financial reports described in clause (A) or (D) above or (2) 90 days after the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly fiscal year relating to such financial report described in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endclause (A) or (C) above.

Financial Reports. Borrower Obligors shall furnish to Agent Debenture Holder (i) upon filing thereof with the Securities and Exchange Commission (provided such filing is within the time prescribed in the securities laws and regulations) and in any event within 115 calendar days after the end of each fiscal year of the Obligors, audited annual consolidated and consolidating financial statements of Obligors, including the notes thereto, consisting of a consolidated and consolidating balance sheet at the end of such completed fiscal year and the related consolidated and consolidating statements of income, retained earnings, cash flows and owners’ equity for such completed fiscal year, which financial statements shall be prepared and certified without qualification as to scope by an independent certified public accounting firm satisfactory to Debenture Holder and accompanied by related management letters, if available, and (ii) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 thirty calendar days after the end of each calendar month, the unaudited consolidated and consolidating financial statements of Obligors consisting of a balance sheetsheet and statements of income, income statement and statement of retained earnings, cash flows of Borrower and owners’ equity as of the end of the immediately preceding calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods. With each such financial statement, Obligors shall also deliver a certificate of its chief financial officer in substantially the form of Exhibit B hereto (a “Compliance Certificate”) stating that (A) such person has reviewed the relevant terms of the Debenture Documents and the condition of Obligors, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) Borrower is in compliance with all financial covenants attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endcovenants in a form satisfactory to Debenture Holder.

Financial Reports. In addition to providing the Borrowing Certificate in accordance with Section 2.4, Borrower shall furnish to Agent Lender (i) as soon as available and in any event within 90 ninety (90) calendar days after the end of each fiscal year of Borrower (or such earlier date as Borrower’s financial statements are initially required (without extension) to be filed with the United States Securities and Exchange Commission), audited annual consolidated financial statements of Borrower, including the audited notes thereto, consisting of a consolidated balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidated statements of income, retained earnings, cash flows and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on which financial statements shall be certified without qualification by PricewaterhouseCoopers Daszkal Xxxxxx LLP or any other an independent certified public accountants of recognized national standing accounting firm satisfactory to the effect that such consolidated financial statements present fairly Lender in all material respects the financial condition its Permitted Discretion and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedaccompanied by related management letters, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; if available, and (ii) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for thirty (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of30) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 calendar days after the end of each calendar month, the unaudited consolidated financial statements of Borrower consisting of a balance sheetsheet and statements of income, income statement and statement of retained earnings, cash flows of Borrower and owners’ equity as of the end of the immediately preceding calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (except for such changes as are required by GAAP), subject, in the case of unaudited financial statements, to the absence of footnotes and year-end adjustments. With each such financial statement, Borrower shall also deliver a certificate of its chief financial officer in substantially the form of Exhibit B hereto (a “Compliance Certificate”) stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) Borrower is in compliance with all financial covenants attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endcovenants in a form satisfactory to Lender in its Permitted Discretion.

Financial Reports. (a) Borrower shall and the Company will furnish to Agent Agent: (i) as soon as available annual audited consolidated financial statements of Borrower and the Company prepared in any event accordance with GAAP within 90 120 days of the end of Borrower and the Company's fiscal year prepared by nationally recognized independent public accountants (which accountant's opinion shall be unqualified), satisfactory to Lender; (ii) within 60 days after the close of each quarterly accounting period in each fiscal year, the consolidated balance sheet of Borrower and the Company as of the end of such quarterly period and the related consolidated statements of income, cash flow and retained earnings for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, each prepared in accordance with GAAP; (iii) quarterly operating statements (prepared on a basis consistent with that used in the preparation of the GAAP consolidated financial statements of Borrower and the Company) for each Property showing the most recently ended fiscal quarter and the fiscal year to date, and the Net Operating Income for the most recently completed 12 month period, including a comparison with the most recent Annual Operating Budget, within 60 days of the end of each fiscal quarter for the quarterly operating statements, and within 120 days of the end of each fiscal year for the annual operating statements, (iv) copies of all of Borrower and the BorrowerCompany's quarterly and annual filings with the Securities and Exchange Commission and all shareholder reports and letters to Borrower and the Company's partners and shareholders and all other publicly released information promptly after their filing or mailing, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as (v) within 60 days of the end of each fiscal quarter, a rent roll for each of the Properties. Borrower and for the Company will furnish such yearadditional reports or data as Agent may reasonably request, setting forth and Borrower and the Company shall maintain a system of accounting capable of furnishing all such information and data, and shall maintain its books and records respecting financial and accounting matters in each case a proper manner and on a basis consistent with that used in comparative form the figures for preparation of the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such GAAP consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets Company. Reports and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified data requested by an officer of the Agent from Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may Company shall be fulfilled by providing provided to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within no later than 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endrequest.

Financial Reports. Borrower ASG shall furnish to Agent and each Lender (i) as soon as available and in any event within 90 ninety (90) calendar days after the end of each fiscal year of ASG, audited annual consolidated financial statements of ASG including the Borrowernotes thereto, the audited consisting of a consolidated balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated which financial statements present fairly in all material respects the financial condition shall be prepared and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedcertified without qualification by an independent certified public accounting firm reasonably satisfactory to Agent (which shall include Ernst & Young) and accompanied by related management letters, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; if available, (ii) as soon as available and in any event within 45 forty-five (45) days after the end of each fiscal quarter of the first three fiscal quarters ASG, unaudited consolidated financial statements of each fiscal year ASG consisting of the Borrowera balance sheet and statements of income, the consolidated balance sheet, income statement stockholders' equity and statement of cash flows of the Borrower as of the end of and for such the immediately preceding fiscal quarter and the then elapsed portion of the fiscal yearquarter, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) as soon as available and in any event within 30 thirty (30) calendar days after the end of each calendar month, the unaudited consolidated financial statements of ASG consisting of a balance sheet, income statement sheet and a statement of income, and cash flows of Borrower as of the end of the immediately preceding calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (except that certain of the financial statements do not have footnotes), and are subject to year end adjustments in the case of monthly and quarterly financial statements, including, without limitation, reserves for incurred but not reported items and claims payable consistent with past practices). With each quarterly and annual financial statement, ASG shall also deliver a certificate of its chief financial officer stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) ASG (on a consolidated basis) is in compliance with all financial covenants attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the financial covenants in a form reasonably satisfactory to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endAgent.

Financial Reports. (a) Borrower shall and the Company will furnish to Agent Agent: (i) as soon as available annual audited consolidated financial statements of Borrower and the Company prepared in any event accordance with GAAP within 90 120 days of the end of Borrower and the Company's fiscal year prepared by nationally recognized independent public accountants (which accountant's opinion shall be unqualified), satisfactory to Lender; (ii) within 60 days after the close of each quarterly accounting period in each fiscal year, the consolidated balance sheet of Borrower and the Company as of the end of such quarterly period and the related consolidated statements of income, cash flow and retained earnings for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, each prepared in accordance with GAAP; (iii) quarterly operating statements (prepared on a basis consistent with that used in the preparation of the GAAP consolidated financial statements of Borrower and the Company) for each Property showing the most recently ended fiscal quarter and the fiscal year to date, and the Net Operating Income for the most recently completed 12 month period, including a comparison with the most recent Annual Operating Budget, within 60 days of the end of each fiscal quarter for the quarterly operating statements, and within 120 days of the end of each fiscal year of for the annual operating statements, (iv) Projections for each Acquisition Property and Completed Development Property owned or Completed by Borrower, respectively, for less than eight fiscal quarters, or a certificate of no change in respect of any such Property if no new leases have been executed during the audited consolidated balance sheetprior fiscal quarter, income statement there has been no material change in operating expenses, there have been no terminations or any material defaults under any leases, and statement of cash flows of the Borrower as no other events have occurred which would materially affect Net Operating Income, within 60 days of the end of each fiscal quarter, (v) copies of all of Borrower and for such yearthe Company's quarterly and annual filings with the Securities and Exchange Commission and all shareholder reports and letters to Borrower and the Company's partners and shareholders and all other publicly released information promptly after their filing or mailing, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (iivi) within 45 60 days after of the end of each fiscal quarter, a rent roll and an annual operating budget for each of the first three fiscal quarters of each fiscal year of Properties (the Borrower"Annual Operating Budget"), including cash flow projections for the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal upcoming year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower presented on a consolidated monthly basis consistent with the quarterly operating statements referred to in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within above at least 30 days prior to the start of each calendar year. Borrower and the Company will furnish such additional reports or data as Agent may reasonably request, and Borrower and the Company shall maintain a system of accounting capable of furnishing all such information and data, and shall maintain its books and records respecting financial and accounting matters in a proper manner and on a basis consistent with that used in the preparation of the GAAP consolidated financial statements of Borrower and the Company. Reports and data requested by Agent from Borrower and the Company shall be provided to Agent no later than 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endrequest.

Financial Reports. Borrower Beginning after, but including, the first complete month of operations after the Effective Date, the Company shall furnish provide to Agent each Member (i) as soon as available and in any event on a quarterly basis, within 90 days twelve (12) Business Days after the end of each fiscal year of the Borrowerquarter, the audited an unaudited consolidated balance sheet, income sheet and related statement of operations and statement of cash flows flow, prepared on the basis of two months of actual results and one month forecasted results, of the Borrower as of the end of Company and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition its Subsidiaries and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flowsif applicable, as of soon as reasonably practicable, any material filings made by the end of) the corresponding period or periods of the previous fiscal yearCompany with any Governmental Entity. The Company shall also provide to each Member, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently appliedtrailing one-month basis, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause within seven (ii7) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days Business Days after the end of each calendar month (for illustrative purposes but not limited to, the October 2018 Summary of Operations presented no later than the seventh (7th) business day of December 2018): (A) a report of the Company’s revenues, expenses and cash flows with sufficient detail to be compared to the revenues, expenses and cash flow projections set forth in the budget for the relevant period, (B) an unaudited consolidated balance sheet of the Company and its Subsidiaries, (C) “flash results” including net income, funds from operations, other comprehensive income and equity, by the fourth (4th) Business Day following each quarter end, prepared on the basis of two months of actual results and one month of forecasted results, (D) monthly reforecasts of key financial results including EBITDA, funds from operations (being defined as net income excluding the impact of depreciation and amortization, deferred taxes and other non-cash items), net income, capital expenditures and cash flow (including dividends / distributions) (to be provided, on a trailing one-month basis, within seven (7) Business Days of each month, excluding months following a fiscal quarter end), (E) a quarterly management letter, discussing the consolidated balance sheet, income statement revenues and statement of cash flows of Borrower as operations of the end of the immediately preceding month40 US-DOCS\101960009.22 Company and summary information for each such period (all such annual, certified by an officer of Borrower as presenting fairly in all material respects the financial condition quarterly, monthly and results of operations of Borrower on a consolidated basis other information to be prepared in accordance with GAAP consistently applied GAAP), and (F) any other than reports or information as determined by the Board from time to time, including financial reports in accordance with respect IFRS. In addition, the Company shall reasonably promptly provide to Brookfield a copy of all other reports and information that Brookfield reasonably requests from time to time that can be obtained or generated by the valuation Company without undue cost or expense in order to comply with Brookfield’s and its Affiliates’ reporting obligations to other Affiliates of Borrower’s investmentsBrookfield (or such Affiliates’ equityholders), it being understood that including any funds or other investment vehicles managed or advised by any Affiliate of Brookfield, and any investor in such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endfunds or investment vehicles.

Financial Reports. Borrower Borrowers shall furnish to Agent (i) as soon as available and in any event within 90 ninety (90) calendar days after the end of each fiscal year of the Borrowers, audited annual consolidated financial statements of Borrower, including the audited notes thereto, consisting of a consolidated balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidated statements of income, retained earnings, cash flows and owners' equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated which financial statements present fairly shall be prepared and certified without qualification by an independent certified public accounting firm satisfactory to Agent in all material respects the financial condition its Permitted Discretion and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedaccompanied by related management letters, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; if available, (ii) as soon as available and in any event within 45 forty-five (45) calendar days after the end of each fiscal quarter of Borrowers (other than the first three last fiscal quarters quarter of each fiscal year year), unaudited consolidated financial statements of the BorrowerBorrowers consisting of a balance sheet and statements of income, the consolidated balance sheet, income statement retained earnings and statement of cash flows of the Borrower and owners' equity as of the end of the immediately preceding fiscal quarter, (iii) as soon as available and for such in any event within thirty (30) calendar days after the end of each calendar month (other than the last calendar month of a fiscal quarter and the then elapsed portion of the fiscal yearquarter), setting forth in each case in comparative form the figures for (or, in the case of the unaudited consolidated financial statements of assets Borrowers consisting of a balance sheet and liabilitiesstatements of income, operationsretained earnings, changes in net assets cash flows and cash flows, owners' equity as of the end of) the corresponding period or periods of the previous fiscal yearimmediately preceding calendar month, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iiiiv) within 30 thirty (30) calendar days after the end of each calendar month, the consolidated balance sheet, income statement and statement a listing of cash flows of Borrower as of the end of the immediately preceding all proposed nonrecurring adjustments to EBITDA during such calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (subject, as to interim statements, to lack of footnotes and year-end adjustments). With each quarterly and annual financial statement, Borrowers shall also deliver a compliance certificate of their chief financial officers in the form satisfactory to Agent in its Permitted Discretion, stating that (A) such persons have reviewed the relevant terms of the Loan Documents and the condition of Borrowers, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) Borrowers are in compliance with all financial covenants in this Agreement attached as Annex I hereto and the covenants in Article VI and Article VII hereof. Such certificate shall be accompanied by the calculations necessary to show compliance with the financial covenants in a form satisfactory to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endAgent in its Permitted Discretion.

Financial Reports. The Borrower shall, and shall cause each Subsidiary to, maintain a standard system of accounting in accordance with GAAP and shall furnish to Agent (i) the Bank and its duly authorized representatives such information respecting the business and financial condition of the Borrower and its Subsidiaries as the Bank may reasonably request; and without any request, shall furnish to the Bank: as soon as available available, and in any event within 90 fifteen (15) days after the last day of each calendar month, a Borrowing Base certificate in the form attached hereto as Exhibit F showing the computation of the Borrowing Base in reasonable detail as of the close of business on the last day of such month, together with an accounts receivable and accounts payable aging and an inventory report supporting the computation of the Borrowing Base, prepared by the Borrower and certified to by its chief financial officer or such other officer acceptable to the Bank; as soon as available, and in any event within forty-five (45) days after the last day of each calendar month, a copy of the consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the last day of such period and the consolidated and consolidating statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for the calendar month and the fiscal year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by the Borrower in accordance with GAAP and certified to by its chief financial officer or such other officer acceptable to the Bank; as soon as available, and in any event within forty-five (45) days after the last day of each fiscal quarter of the Borrower, a copy of the consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the last day of such period and the consolidated and consolidating statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for the fiscal quarter and the fiscal year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by the Borrower in accordance with GAAP and certified to by its chief financial officer or such other officer acceptable to the Bank; as soon as available, and in any event within one hundred twenty (120) days after the last day of each fiscal year of the Borrower, a copy of the consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the close of such period and the consolidated and consolidating statements of income, retained earnings, and cash flows of the Borrower and its Subsidiaries for such period, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by an unqualified opinion thereon of Xxxxxxxx Xxxxxxx, LLP, or another firm of independent public accountants of recognized standing, selected by the Borrower and reasonably satisfactory to the Bank, to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in accordance with GAAP the consolidated financial condition of the Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; within the period provided in subsection (d) above, the written statement of the accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the nature and period of the existence thereof; promptly after receipt thereof, any additional written reports, management letters or other detailed information contained in writing concerning significant aspects of the Borrower’s or any Subsidiary’s operations and financial affairs given to it by its independent public accountants; as soon as available, and in any event no later than thirty (30) days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s consolidated and consolidating business plan for the following fiscal year, such business plan to show the Borrower’s projected consolidated and consolidating revenues, expenses, and balance sheetsheet on a month-by-month basis, income statement such business plan to be in reasonable detail prepared by the Borrower and statement in form reasonably satisfactory to the Bank; promptly after knowledge thereof shall have come to the attention of cash flows any responsible officer of the Borrower, written notice of iii) any threatened or pending litigation or governmental or arbitration proceeding or labor controversy against the Borrower or any Subsidiary or any of their Property which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or iv) the occurrence of any Default or Event of Default hereunder; promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that the Borrower has made generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that the Borrower files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by the Borrower to the public concerning material changes to or developments in the business of the Borrower; and as soon as available, and in any event within forty-five (45) days after the last day of each fiscal quarter of the Borrower, a written certificate in the form attached hereto as Exhibit G signed by the chief financial officer of the Borrower, or such other officer of the Borrower as of satisfactory to the end of and for such yearBank, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent best of such officer’s knowledge and belief no Default or Event of Default has occurred during the report period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Borrower to remedy the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end same, together with calculations supporting such statements in respect of each Section 8.23 of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endAgreement.

Financial Reports. Borrower shall furnish to Agent and each Lender (i) as soon as available and in any event within 90 ninety (90) calendar days after the end of each fiscal year of the Borrower, audited annual consolidated and consolidating financial statements of Borrower, including the audited notes thereto, consisting of a consolidated and consolidating balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidated and consolidating statements of income, retained earnings, cash flows and owners' equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated which financial statements present fairly in all material respects the financial condition shall be prepared and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedcertified without qualification by an independent certified public accounting firm satisfactory to Agent and accompanied by related management letters, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; if available, (ii) as soon as available and in any event within 45 forty-five (45) days after the end of each fiscal quarter of the first three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidated and consolidating financial statements of Borrower consisting of a balance sheetsheet and statements of income, income statement and statement of retained earnings, cash flows of the Borrower and owners' equity as of the end of and for such the immediately preceding fiscal quarter and the then elapsed portion of the fiscal yearquarter, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) as soon as available and in any event within 30 thirty (30) calendar days after the end of each calendar month, the unaudited consolidated and consolidating financial statements of Borrower consisting of a balance sheetsheet and statements of income, income statement and statement of retained earnings, cash flows of Borrower and owners' equity as of the end of the immediately preceding calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods. With each quarterly and annual financial statement, Borrower shall also deliver a certificate of its chief financial officer in the form of EXHIBIT B hereto (the "COMPLIANCE CERTIFICATE"), stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, (C) Borrower is in compliance with all financial covenants attached as ANNEX I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the financial covenants in a form satisfactory to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endAgent.

Financial Reports. Borrower The Credit Parties shall furnish to Agent (i) as soon as available and in any event within 90 ninety (90) calendar days after the end of each fiscal year of the Borrower, the audited annual consolidated balance sheet, income statement and statement of cash flows consolidating financial statements of the Borrower as Credit Parties and EGUK, including the notes thereto, consisting of a consolidated and consolidating balance sheet at the end of such completed fiscal year and the related consolidated and consolidating statements of income, retained earnings, cash flows and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated which financial statements present fairly shall be prepared and certified without qualification by an independent certified public accounting firm satisfactory to Agent in all material respects its Permitted Discretion and accompanied by related management letters, if available; provided that the financial condition consolidating statements may be unaudited; and results of operations provided, further that internally prepared drafts of the Borrower on a annual consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report and consolidating financial statements of the Borrower Credit Parties and EGUK that are described above shall be provided to the SEC on Form 10-K for the applicable fiscal year; Agent as soon as possible and in any event within twenty (ii20) within 45 calendar days after the end of each fiscal year of Borrower, (ii) as soon as available and in any event in draft form within twenty (20) calendar days after the first three fiscal quarters end of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows quarter of the Borrower and in final form within forty-five (45) calendar days after the end of each fiscal quarter of the Borrower (other than the last fiscal quarter of each fiscal year), unaudited consolidated and consolidating financial statements of the Credit Parties consisting of a balance sheet and statements of income, retained earnings and cash flows and owners’ equity as of the end of the immediately preceding fiscal quarter, (iii) as soon as available and for such in any event within twenty (20) calendar days after the end of each calendar month (other than the last calendar month of a fiscal quarter quarter), unaudited consolidated and the then elapsed portion consolidating financial statements of the fiscal yearCredit Parties, setting forth in each case in comparative form the figures for (or, in the case consisting of the a balance sheet and statements of assets income, retained earnings, cash flows and liabilities, operations, changes in net assets and cash flows, owners’ equity as of the end of) the corresponding period or periods of the previous fiscal yearimmediately preceding calendar month, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iiiiv) within 30 twenty (20) calendar days after the end of each calendar month, the consolidated balance sheet, income statement and statement a listing of cash flows of Borrower as of the end of the immediately preceding all proposed non-recurring adjustments to EBITDA during such calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (subject, as to interim statements, to lack of footnotes and year-end adjustments). With each quarterly and annual financial statement, the Borrower shall also deliver (x) a Compliance Certificate of its chief financial officer in the form of Exhibit A attached hereto (as the same has been amended and restated by the Third Amendment) and otherwise satisfactory to Agent stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of the Credit Parties, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) the Borrower is in compliance with all financial covenants in this Agreement attached as Annex I hereto and (y) a description, in form and substance satisfactory to the valuation Agent, of each new material agreement or arrangement entered into with any Affiliate or holder of the Existing Warrant, including an estimate of cost savings to the Borrower and or increase to the Borrower’s investmentsEBITDA resulting from such agreement or arrangement, it being understood or of any modifications to existing material agreements or arrangements with any Affiliate or holder of the Existing Warrant, that any such monthly occurred during the applicable fiscal quarter. With each annual financial statements need only reflect statement, Borrower shall also deliver the available valuation calculation of the estimated level of distributions by Borrower to its partners for the payment of all applicable federal, and state income taxes in connection with Borrower’s investments as of income for such fiscal year. Such certificate shall be accompanied by the most recent quarter endcalculations necessary to show compliance with the financial covenants in a form satisfactory to the Agent in its Permitted Discretion.”

Financial Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 thirty (30) calendar days after the end of each calendar month of Parent Entity, unaudited monthly financial statements of Parent Entity and its Subsidiaries on a consolidated basis consisting of a balance sheet and statements of income and cash flows as of the end of the immediately preceding calendar month, (ii) as soon as available and in any event within one hundred fifty (150) calendar days after the end of each fiscal year of Parent Entity, audited annual financial statements of Parent Entity on a consolidated and consolidating basis, including the Borrowernotes thereto, the audited consolidated consisting of a balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related statements of income, retained earnings, cash flows and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on which financial statements shall be prepared and certified without qualification by PricewaterhouseCoopers Deloitte & Touche LLP or such other independent certified public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing accounting firm mutually agreeable to Agent the report of the and Borrower to the SEC on Form 10-Q for the applicable quarterly period; and accompanied by related management letters, if available and (iii) within 30 no later than thirty (30) days after the end beginning of each calendar monthParent Entity’s and Katapult SPV-1 LLC – Loan and Security Agreement Borrower’s fiscal years commencing with fiscal year ended December 31, the consolidated balance sheet2019, a month by month projected operating budget and cash flow of Parent Entity and its Subsidiaries for such fiscal year (including an income statement for each month and statement of cash flows of Borrower a balance sheet as of at the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly last month in all material respects the each fiscal quarter). All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (subject, as to interim statements, to lack of footnotes and year-end adjustments). With the quarterly financial statements of Parent Entity, Borrower shall also deliver a compliance certificate of a Responsible Officer of Borrower in the form satisfactory to Agent stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect to thereto and (C) no Material Adverse Effect has occurred since the valuation last delivery of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endstatements.

Financial Reports. Borrower shall furnish to Agent Lender (i) as soon as available and in any event within 90 one hundred five (105) calendar days after the end of each fiscal year of the Borrower, audited annual consolidated financial statements of Borrower, including the audited notes thereto, consisting of a consolidated balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidated statements of income, retained earnings, cash flows and owners’ equity for such completed fiscal year, setting forth which financial statements shall be prepared and certified without qualification (other than explanatory paragraphs pertaining to emphasized matters, in each case in comparative form acceptable to Lender) by an independent certified public accounting firm satisfactory to Lender and accompanied by related management letters, if available, together with a management prepared unaudited consolidating balance sheet at the figures end of each completed fiscal year and the related management prepared unaudited consolidating statements of income, retained earnings, cash flows and owners’ equity for the previous such completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) as soon as available and in any event within 45 forty-five (45) days after the end of each fiscal quarter of the first three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidated and consolidating financial statements of Borrower consisting of a balance sheetsheet and statements of income, income statement and statement of retained earnings, cash flows of the Borrower and owners’ equity as of the end of and for such the immediately preceding fiscal quarter and the then elapsed portion of the fiscal yearquarter, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) as soon as available and in any event within 30 thirty (30) calendar days after the end of each calendar month, the unaudited consolidated and consolidating financial statements of Borrower consisting of a balance sheetsheet and statements of income, income statement and statement of retained earnings, cash flows of Borrower and owners’ equity as of the end of the immediately preceding month, certified by an officer calendar month together with a certification of Borrower as presenting fairly in all material respects Excess Cash Flow for the immediately preceding Test Period. All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods. With each such financial statement, Borrower shall also deliver a certificate of its chief financial officer stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, (C) Borrower is in compliance with all financial covenants attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endcovenants in a form satisfactory to Lender.

Financial Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 ninety (90) calendar days after the end of each fiscal year of Borrower (or, if an extension has been properly filed with the BorrowerSecurities Exchange Commission regarding the filing of financial statements, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as of then one hundred (105) calendar days after the end of such fiscal year of Borrower), audited annual consolidated financial statements of Borrower, including the notes thereto, consisting of a consolidated and consolidating balance sheet at the end of such completed fiscal year and the related consolidated and consolidating statements of income, consolidated statements of retained earnings, cash flows and owners' equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated which financial statements present fairly in all material respects the financial condition shall be prepared and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedcertified without qualification by an independent certified public accounting firm reasonably satisfactory to Agent and accompanied by related management letters, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; if available, (ii) as soon as available and in any event within 45 forty-five (45) days after the end of each Accounting Quarter of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in if an extension has been properly filed with the case Securities Exchange Commission regarding the filing of the statements of assets and liabilitiesfinancial statements, operations, changes in net assets and cash flows, as of the end ofthen fifty-five (55) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 calendar days after the end of each calendar monthsuch Accounting Quarter of Borrower), the unaudited consolidated financial statements of Borrower consisting of a consolidated and consolidating balance sheetsheet and statements of income, income statement and statement consolidated statements of retained earnings and cash flows of Borrower and owners' equity as of the end of the immediately preceding monthfiscal quarter, certified by an officer (iii) as soon as available and in any event within thirty (30) calendar days after the end of each Accounting Month, unaudited financial statements of Borrower as presenting fairly in all material respects the financial condition and results consisting of operations of Borrower on a consolidated basis and consolidating balance sheet and statement of income, and consolidated statements of retained earnings, cash flows and owners' equity as of the end of the immediately preceding Accounting Month and (iv) as soon as available and in any event within thirty (30) calendar days after the end of each Accounting Month, a listing of all proposed adjustments to EBITDA during such Accounting Month. All such financial statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (subject, as to interim statements, to lack of footnotes and year-end adjustments). With each quarterly and annual financial statement, Borrower shall also deliver a compliance certificate of its chief financial officer in the form reasonably satisfactory to Agent stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) Borrower is in compliance with all financial covenants in this Agreement attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the financial covenants in a form satisfactory to the valuation of Borrower’s investments, it being understood that any such monthly Agent. The consolidating financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endrequired hereunder are not required to be audited.

Financial Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of [Harvest] Loan and Security Agreement (Conformed) the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter end.

Financial Reports. The Borrower shall, and shall cause each Guarantor to, maintain a standard system of accounting that enables the Borrower and each Guarantor to produce financial statements in accordance with GAAP and shall furnish to the Administrative Agent for each Lender such information respecting the business and financial condition of the Borrower and each Subsidiary as the Administrative Agent or such Lender may reasonably request; and without any request, shall furnish to the Administrative Agent: (ia) as soon as available available, and in any event within 60 days after the last day of the fiscal quarter ending on or about May 31, 2006 and within 50 days after the last day of the first, second and third fiscal quarter of each fiscal year of the Borrower ending thereafter, a copy of the consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the last day of such fiscal quarter, the consolidated and consolidating statement of income of the Borrower and its Subsidiaries for the fiscal quarter and for the fiscal year-to-date period then ended, and the consolidated statement of cash flows of the Borrower and its Subsidiaries for the fiscal year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by the Borrower in accordance with GAAP (subject to the absence of footnote disclosures and year-end audit adjustments) and certified to by its chief financial officer or another officer of the Borrower acceptable to the Administrative Agent; (b) as soon as available, and in any event within 90 days after the last day of each fiscal year of the Borrower, a copy of the consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the last day of the fiscal year then ended, the consolidated and consolidating statement of income of the Borrower and its Subsidiaries for the fiscal year then ended, the consolidated statements of stockholders' equity and cash flows for the year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied in the case of the consolidated financial statements by an unqualified opinion of KPMG LLP or another firm of independent registered public accounting firm of recognized standing, selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Required Lenders, to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects and in accordance with GAAP the consolidated financial condition of the Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with standards of the Public Company Accounting Oversight Board (United States) and included such auditing procedures as would provide a reasonable basis for its opinion; (c) within the period provided in subsection (b) above, the written statement of the accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the nature and period of the existence thereof; (d) promptly after receipt thereof, any additional written reports, management letters or other detailed information contained in writing concerning significant aspects of the Borrower's or any Subsidiary's operations and financial affairs given to it by its independent registered public accounting firm; (e) promptly after the sending or filing thereof, copies of each financial statement, report, notice or proxy statement sent by the Borrower or any Subsidiary to its stockholders or other equity holders, and copies of each regular, periodic or special report, registration statement or prospectus (including all Form 10-K, Form 10-Q and Form 8-K reports) filed by the Borrower or any Subsidiary with any securities exchange or the Securities and Exchange Commission or any successor agency; (f) promptly after receipt thereof, a copy of each audit made by any regulatory agency of the books and records of the Borrower or any Guarantor or of notice of any material noncompliance with any applicable law, regulation or guideline relating to the Borrower or any Guarantor, or its business; (g) as soon as available, and in any event within 60 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheetBorrower's Projections for the then current fiscal year; (h) notice of any Change of Control; (i) promptly after knowledge thereof shall have come to the attention of any responsible officer of the Borrower, income statement written notice of (i) any threatened or pending litigation or governmental or arbitration proceeding or labor controversy against the Borrower or any Subsidiary or any of their Property which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (ii) the occurrence of any Default or Event of Default hereunder; and statement (j) with each of cash flows the financial statements furnished to the Lenders pursuant to subsections (a) and (b) above, a written certificate in the form attached hereto as Exhibit F signed by the chief financial officer of the Borrower as or another officer of the end of and for such year, setting forth in each case in comparative form Borrower acceptable to the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing Administrative Agent to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent best of such officer's knowledge and belief no Default or Event of Default has occurred during the report period covered by such statements or, if any such Default or Event of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for Default has occurred during such fiscal quarter and the then elapsed portion of the fiscal yearperiod, setting forth in each case in comparative form a description of such Default or Event of Default and specifying the figures for (oraction, in the case of the statements of assets and liabilitiesif any, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified taken by an officer of the Borrower as presenting fairly in all material respects or any Subsidiary to remedy the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements same. Such certificate shall also set forth the calculations supporting such statements in this clause (ii) may be fulfilled by providing to Agent the report respect of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endSection 8.21 hereof.

Financial Reports. Borrower shall furnish to Agent Lender (i) as soon as available and in any event within 90 ninety (90) calendar days after the end of each fiscal year of the Borrower, audited annual consolidated financial statements of Borrower, including the audited notes thereto, consisting of a consolidated balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidated statements of income, retained earnings, attached cash flow schedules consisting of depreciation, amortization, capital expenditures, accrued and paid dividends and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated which financial statements present fairly shall be prepared and certified by an independent certified public accounting firm satisfactory to Lender, subject only to such qualifications in all material respects the financial condition respect of any fiscal year of Borrower after its 2004 fiscal year as shall be acceptable to Lender, and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedaccompanied by related management letters, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; if available, and (ii) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for thirty (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of30) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 calendar days after the end of each calendar month, the unaudited consolidated financial statements of Borrower consisting of a balance sheetsheet and statements of income, income statement and statement of retained earnings, cash flows of Borrower and owners’ equity as of the end of the immediately preceding calendar month, certified by an officer provided, however, that Borrower shall furnish to Lender such monthly, unaudited consolidated financial statements no later than forty-five (45) calendar days after the end of Borrower as presenting fairly in all material respects each calendar month that is also the last day of a fiscal quarter of Borrower. All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods. With each such financial statement, Borrower shall also deliver a certificate of its chief financial officer stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, (C) Borrower is in compliance with all financial covenants attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endcovenants in a form satisfactory to Lender.

Financial Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 thirty (30) calendar days after the end of each calendar month of Parent Entity, unaudited monthly financial statements of Parent Entity and its Subsidiaries on a consolidated basis consisting of a balance sheet and statements of income and cash flows as of the end of the immediately preceding calendar month, (ii) as soon as available and in any event within one hundred fifty (150) calendar days after the end of each fiscal year of Parent Entity, audited annual financial statements of Parent Entity on a consolidated and consolidating basis, including the Borrowernotes thereto, the audited consolidated consisting of a balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related statements of income, retained earnings, cash flows and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on which financial statements shall be prepared and certified without qualification by PricewaterhouseCoopers Deloitte & Touche LLP or such other independent certified public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing accounting firm mutually agreeable to Agent the report of the and Borrower to the SEC on Form 10-Q for the applicable quarterly period; and accompanied by related management letters, if available and (iii) within 30 no later than thirty (30) days after the end beginning of each calendar monthParent Entity’s and Borrower’s fiscal years commencing with fiscal year ended December 31, the consolidated balance sheet2019, a month by month projected operating budget and cash flow of Parent Entity and its Subsidiaries for such fiscal year (including an income statement for each month and statement of cash flows of Borrower a balance sheet as of at the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly last month in all material respects the each fiscal quarter). All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (subject, as to interim statements, to lack of footnotes and year-end adjustments). With the quarterly financial statements of Parent Entity, Borrower shall also deliver a compliance certificate of a Responsible Officer of Borrower in the form satisfactory to Agent stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect to thereto and (C) no Material Adverse Effect has occurred since the valuation last delivery of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter end.statements. Katapult SPV-1 LLC – Loan and Security Agreement

Financial Reports. Borrower Borrowers shall furnish or cause to Agent be furnished to Lender (i) as soon as available and in any event within 90 120 days after the end of each fiscal year of Borrowers, unaudited (or audited, if available) annual financial statements of Borrowers and each Operator including the Borrowernotes to such financial statements, the audited consolidated consisting of a consolidating balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidating statements of income and expense and cash flow for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated which financial statements present fairly in all material respects the financial condition shall be prepared and results certified without qualification by an authorized officer of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedBorrowers and each Operator, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; and (ii) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, unaudited monthly and quarterly consolidating financial statements with respect to Borrowers and each Operator and within 45 days after the consolidated end of each calendar quarter, unaudited quarterly financial statements with respect to Borrowers and each Operator, in each case, consisting of a balance sheetsheet and statements of income and, income statement in the case of Borrowers, cash flow, and statement also with respect to each Facility consisting of a balance sheet and statements of income, cash flows (in the case of Borrower only and not Operators), occupancy, payor mix, and expense relating to the Facilities together with (X) monthly census and revenue information of the Facilities as of the end of such month in sufficient detail to show by patient-mix and revenue-mix the immediately preceding monthaverage monthly census of the Facilities. In addition, Borrowers shall cause Guarantor to furnish to Lender as soon as available and in any event within 120 days after the end of each fiscal year of Guarantor, (i) audited annual consolidated financial statements of Guarantor, including the notes thereto, consisting of a consolidated balance sheet at the end of such completed fiscal year and the related consolidated statements of income and expense for such completed fiscal year, which financial statements shall be prepared and certified without qualification by an officer independent certified public accounting firm satisfactory to Lender and accompanied by related management letters, if available, and (ii) personal financial statements of Borrower as presenting fairly each Guarantor that is an individual, in all material respects the form and substance satisfactory to Lender. All such financial condition and results of operations of Borrower on a consolidated basis statements will be prepared in accordance with GAAP consistently applied with prior periods. On a quarterly basis, Borrowers shall also deliver (and will cause Guarantor to deliver) a certificate of its chief financial officer or manager, or other than authorized representative as appropriate, stating that (A) Borrowers (or Guarantor, as applicable) has reviewed the relevant terms of the Loan Documents and the condition of Borrowers (or Guarantor, as applicable), (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, (C) all financial covenants set forth in Appendix A are being fully complied with. Such certificate shall be accompanied by the calculations necessary to show compliance with the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endcovenants in a form satisfactory to Lender.

Financial Reports. (a) Borrower shall will furnish to Agent ----------------- Agent: (i) as soon as available annual audited consolidated financial statements of the REIT and its Consolidated Subsidiaries prepared in any event accordance with GAAP within 90 days after (or within up to 105 days if Borrower receives such an extension from the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement Securities and statement of cash flows of the Borrower as Exchange Commission) of the end of the REIT's fiscal year prepared by nationally recognized independent public accountants (which accountant's opinion shall be unqualified) including the related consolidated statements of income, cash flow and for such year, retained earnings and setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearcorresponding prior year period; (ii) within 45 days after the end close of each quarterly accounting period in each fiscal year, the management prepared consolidated balance sheet of each of the first three fiscal quarters REIT and its Consolidated Subsidiaries and each of each fiscal year of the BorrowerBorrower and its Consolidated Subsidiaries, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of such quarterly period and the related consolidated statements of income, cash flow and retained earnings for such quarterly period and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, each prepared in accordance with GAAP (subject to non-material audit adjustments and the absence of full footnote disclosures); (iii) quarterly and annual operating statements (prepared on a basis consistent with that used in the preparation of the GAAP aforesaid financial statements of the REIT) for each Mortgaged Asset, including a comparison with the most recent Annual Operating Budget, within 45 days of the end of each calendar quarter, (iv) annual unaudited consolidated financial statements of Borrower and its Consolidated Subsidiaries prepared in accordance with GAAP (subject, in the case of unaudited statements, to non-material audit adjustments and the absence of full footnote disclosures) within 90 days of the end of Borrower's fiscal year and, if audited, prepared by independent public accountants (which accountant's opinion shall be unqualified), including the related consolidated statements of income, cash flow and retained earnings and setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly prior year period; and (v) copies of all of the REIT's and Borrower's quarterly and annual filings with the Securities and Exchange Commission and all shareholder reports and letters to the REIT's and Borrower's shareholders or partners, as the case may be and all other publicly released information promptly but in no event later than thirty (30) days after their filing or mailing; and (vi) an annual operating and capital budget for each of the Mortgaged Assets (the "Annual Operating Budget"), including cash flow projections for the upcoming year, presented on a monthly basis consistent with the quarterly and annual operating statements referred to in clause (iii) within above at least 30 days after prior to the end start of each calendar monthyear. Borrower and the REIT will furnish such additional reports or data, but no more often than on a quarterly basis, as Agent may reasonably request including, without limitation, monthly operating statements, a certified rent roll, leasing and management reports for each Mortgaged Asset, and an accounting for security deposits. Borrower and the consolidated balance sheetREIT shall maintain a system of accounting capable of furnishing all such information and data, income statement and statement of cash flows of Borrower as shall maintain its books and records respecting financial and accounting matters in a proper manner and on a basis consistent with that used in the preparation of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the aforesaid financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation statements of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter end.

Financial Reports. (a) Borrower shall will furnish to Agent ----------------- Agent: (i) as soon as available annual audited consolidated financial statements of the REIT and its Consolidated Subsidiaries prepared in any event accordance with GAAP within 90 days after (or within up to 105 days if Borrower receives such an extension from the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement Securities and statement of cash flows of the Borrower as Exchange Commission) of the end of the REIT's fiscal year prepared by nationally recognized independent public accountants (which accountant's opinion shall be unqualified) including the related consolidated statements of income, cash flow and for such year, retained earnings and setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearcorresponding prior year period; (ii) within 45 days after the end close of each quarterly accounting period in each fiscal year, the management prepared consolidated balance sheet of each of the first three fiscal quarters REIT and its Consolidated Subsidiaries and each of each fiscal year of the BorrowerBorrower and its Consolidated Subsidiaries, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of such quarterly period and the related consolidated statements of income, cash flow and retained earnings for such quarterly period and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, each prepared in accordance with GAAP (subject to non-material audit adjustments and the absence of full footnote disclosures); (iii) quarterly and annual operating statements (prepared on a basis consistent with that used in the preparation of the GAAP aforesaid financial statements of the REIT) for each Unencumbered Asset, including a comparison with the most recent Annual Operating Budget, within 45 days of the end of each calendar quarter, (iv) annual unaudited consolidated financial statements of Borrower and its Consolidated Subsidiaries prepared in accordance with GAAP (subject, in the case of unaudited statements, to non-material audit adjustments and the absence of full footnote disclosures) within 90 days of the end of Borrower's fiscal year and, if audited, prepared by independent public accountants (which accountant's opinion shall be unqualified), including the related consolidated statements of income, cash flow and retained earnings and setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly prior year period; and (v) copies of all of the REIT's and Borrower's quarterly and annual filings with the Securities and Exchange Commission and all shareholder reports and letters to the REIT's and Borrower's shareholders or partners, as the case may be and all other publicly released information promptly but in no event later than thirty (30) days after their filing or mailing; and (vi) an annual operating and capital budget for each of the Unencumbered Assets (the "Annual Operating Budget"), including cash flow projections for the upcoming year, presented on a monthly basis consistent with the quarterly and annual operating statements referred to in clause (iii) within above at least 30 days after prior to the end start of each calendar monthyear. Borrower and the REIT will furnish such additional reports or data, but no more often than on a quarterly basis, as Agent may reasonably request including, without limitation, monthly operating statements, a certified rent roll, leasing and management reports for each Unencumbered Asset, and an accounting for security deposits. Borrower and the consolidated balance sheetREIT shall maintain a system of accounting capable of furnishing all such information and data, income statement and statement of cash flows of Borrower as shall maintain its books and records respecting financial and accounting matters in a proper manner and on a basis consistent with that used in the preparation of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the aforesaid financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation statements of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter end.

Financial Reports. Borrower shall furnish to Agent (i1) Except as soon as available and Previously Disclosed in any event within 90 days after the end of each fiscal year of the BorrowerSchedule 5.2(F), the (1) Frontier’s audited consolidated balance sheetsheet as of December 31 for the fiscal years 2005 and 2006, income statement and statement the related statements of income, changes in shareholders’ equity and cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearyears ended 2004 through 2006, all inclusive, as reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC Frontier’s Annual Report on Form 10-K for the applicable fiscal yearyear ended December 31, 2006, filed with the SEC under the Exchange Act, and all subsequent unaudited quarterly financial statements of Frontier, and (2) Frontier Bank’s call report for the fiscal year ended December 31, 2006, in the form filed with the FDIC and the Department (in each such case under the foregoing clauses (1) and (2), the “Frontier Financial Reports”), did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ii) within 45 days after the end of and each of the first three fiscal quarters of each fiscal year balance sheets in or incorporated by reference into the Frontier Financial Reports (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the Borrowerentity or entities to which it relates as of its date, and each of the consolidated balance sheet, statements of income statement and statement of changes in shareholders’ equity and cash flows or equivalent statements in the Frontier Financial Reports (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Borrower as of entity or entities to which it relates for the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearperiods set forth therein, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently appliedduring the periods involved, except in each case as may be noted therein, and subject to normal recurring year-end audit adjustments normal in nature and amount in the absence case of footnotes; provided, that the requirements set forth unaudited statements. No Person has resigned or been dismissed as independent public accountants of Frontier as a result of or in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower connection with any disagreements with Frontier on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation matter of Borrower’s investmentsaccounting principles or practices, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endstatement disclosure or auditing scope or procedure.

Financial Reports. Borrower The Company shall, and shall cause each Subsidiary to, maintain a standard system of accounting in accordance with GAAP and shall furnish to Agent the Bank and its duly authorized representatives such information respecting the business and financial condition of the Company and its Subsidiaries as the Bank may reasonably request; and without any request, shall furnish to the Bank: (ia) as soon as available available, and in any event within 90 sixty (60) days after the last day of each fiscal quarter of the Company (other than the last fiscal quarter of each fiscal year), a copy of the consolidated balance sheet of the Company and its Subsidiaries as of the last day of such fiscal quarter and the consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such fiscal quarter and the fiscal year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by the Company in accordance with GAAP (subject to year-end adjustment and provided that such balance sheet was prepared without footnotes) and certified to by the chief financial officer of the Company; (b) as soon as available, and in any event within one hundred twenty (120) days after the last day of each fiscal year of the BorrowerCompany, a copy of the audited consolidated balance sheetsheet of the Company and its Subsidiaries as of the last day of such fiscal year and the consolidated statements of income, income statement retained earnings and statement of cash flows of the Borrower as of Company and its Subsidiaries for the end of fiscal year then ended, and for such yearaccompanying notes thereto, setting forth each in each case reasonable detail showing in comparative form the figures for the previous fiscal year, all reported on accompanied by PricewaterhouseCoopers an opinion thereon of Xxxxx Xxxxxxxx LLP or other another firm of independent public accountants of recognized national standing standing, selected by the Company and satisfactory to the Bank, to the effect that such the consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis have been prepared in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report consolidated financial condition of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; Company and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower its Subsidiaries as of the end close of such fiscal year and the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of their operations and cash flows for the fiscal year then ended and that an examination of Borrower on a consolidated basis such accounts in connection with such financial statements has been made in accordance with GAAP consistently applied generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other than with respect to auditing procedures as were considered necessary in the valuation circumstances; (c) promptly after the sending or filing thereof, copies of Borrower’s investmentsall proxy statements, it being understood that any such monthly financial statements need only reflect and reports which the available valuation Company sends to its shareholders, and copies of Borrower’s investments as all other regular, periodic and special reports and all registration statements which the Company files with the Securities and Exchange Commission of the most recent quarter end.United States or any successor thereto, or with any national securities exchange;

Financial Reports. Borrower The Issuer shall furnish to Agent (i) the Trustee as soon as available and the same are available, but in any no event within 90 later than 120 days after the end of each fiscal year of the Borroweryear, the audited consolidated balance sheetIssuer's annual financial statements including all notes thereto, income statement and which statements shall include a statement of cash flows of the Borrower financial position as of the end of the relevant fiscal year and a statement of operations and a statement of cash flows for such fiscal year, all setting forth in each case in comparative form the corresponding figures for from the previous fiscal year, all reported on prepared in conformity with GAAP and accompanied by PricewaterhouseCoopers LLP or other an unqualified report and opinion of independent certified public accountants with an accounting firm of recognized regional or national standing to the effect and reputation, which shall state that such consolidated financial statements statements, in the opinion of such accountants, present fairly fairly, in all material respects respects, the financial condition position and results cash flows for the period covered thereby in conformity with GAAP, consistently applied. The Issuer shall furnish to the Trustee as soon as the same are available, but in no event later than 90 days after the first half year of each fiscal year, the Issuer's semi-annual unaudited financial statements, including all notes thereto, which statements shall include a statement of financial position as of the end of the relevant period and a statement of operations and a statement of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedcash flows for such period, that the requirements set all setting forth in this clause (i) may be fulfilled by providing comparative from the corresponding figures from the previous semi-annual period, all prepared in conformity with GAAP. If at any time after the Effective Date, the Issuer shall prepare quarterly financial statements, the Issuer shall furnish to the Agent Trustee as soon as the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within same are available, but in no event later 45 days after the end of each of the first three applicable fiscal quarters of each fiscal year of quarter, its unaudited quarterly financial statements, including all notes thereto, which statements shall include, to the Borrowerextent such documents are available, the consolidated balance sheet, income statement and a statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower position as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition relevant fiscal quarter and results a statement of operations and a statement of Borrower on a consolidated basis cash flows for such fiscal quarter, all setting forth in accordance comparative form the corresponding figures from the previous fiscal quarter, all prepared in conformity with GAAP consistently applied other than with respect GAAP. Delivery of such reports, information and documents to the valuation Trustee is for informational purposes only and the Trustee's receipt of Borrower’s investmentssuch reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, it being understood that including the Issuer's compliance with any such monthly financial statements need only reflect of its covenants hereunder (as to which the available valuation of Borrower’s investments as of the most recent quarter endTrustee is entitled to rely exclusively on Officers' Certificates).

Financial Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, the audited The unaudited pro forma consolidated balance sheetsheet of Parent as of September 30, income statement 2019, and statement the related consolidated statements of cash flows of operation for the Borrower year ended December 31, 2018 and the nine months ended September 30, 2019, and accompanying notes thereto as prepared and filed in connection with the Alpine IPO, heretofore furnished to the Administrative Agent and the Lenders, have been prepared based on the best information available to the Parent as of the end date of delivery thereof, and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present presents fairly in all material respects on a pro forma basis (assuming the events described in the accompanying noted thereto occur) the estimated financial condition of the Parent and its Subsidiaries as at September 30, 2019 and the consolidated results of operations of for the Borrower year ended December 31, 2018 and the nine months ended September 30, 2019 in conformity with GAAP applied on a consistent basis. The consolidated basis balance sheet of Alpine Income Property Predecessor as of December 31, 2018, and the related consolidated statements of income, changes in equity and cash flows of Alpine Income Property Predecessor for the fiscal year then ended, and accompanying notes thereto, which consolidated financial statements are accompanied by the unqualified audit report of independent public accountants, heretofore furnished to the Administrative Agent and the Lenders, fairly present the consolidated financial condition of Alpine Income Property Predecessor as at said date and the consolidated results of its operations and cash flows for the period then ended in conformity with GAAP applied on a consistent basis. Borrower has no contingent liabilities which are material to it and are required to be set forth in its consolidated financial statements or notes thereto in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than as indicated on such consolidated financial statements and notes thereto and projected financial statements, including with respect to future periods, on the valuation of Borrower’s investments, it being understood that any such monthly consolidated financial statements need only reflect the available valuation and projected financial statements furnished pursuant to Section 8.5 hereof. The balance sheet of Borrower’s investments Parent as of August 27, 2019 and accompanying notes thereto, which balance sheet is accompanied by the most recent quarter endunqualified audit report of independent public accountants, heretofore furnished to the Administrative Agent and the Lenders, fairly present the financial poisition of Parent as at said date in conformity with GAAP applied on a consistent basis.

Financial Reports. Borrower shall, and shall cause each Subsidiary to, maintain a standard system of accounting in accordance with GAAP and shall furnish to Administrative Agent, each Lender, the L/C Issuer and each of their duly authorized representatives such information respecting the business and financial condition of Borrower and each Subsidiary as Administrative Agent or such Lender may reasonably request; and without any request, shall furnish to Administrative Agent, the Lenders, and L/C Issuer: (a) (i) as soon as available available, and in any event within 90 no later than forty-five (45) days after the end last day of each fiscal quarter of each fiscal year of Borrower (commencing with the Borrowerfiscal quarter ended September 30, 2019), a copy of the audited consolidated and combined balance sheetsheets of Borrower and its Subsidiaries (including reasonably detailed information regarding the Affiliated Entities) as of the last day of such fiscal quarter and the consolidated and combined statements of income, income statement retained earnings, and statement of cash flows of Borrower and its Subsidiaries (including reasonably detailed information demonstrating the Borrower as results of the end of Affiliated Entities) for the fiscal quarter and for such yearthe fiscal year to date period then ended, setting forth each in each case reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, all reported on prepared by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing subject to the Agent the report absence of the Borrower footnote disclosures and year end audit adjustments) and certified to the SEC on Form 10-K for the applicable fiscal yearby a Responsible Officer; and (ii) within 45 as soon as available, and in any event no later than forty-five (45) days after the end of each last day of the first three fiscal quarters of each fiscal year quarter of the BorrowerClosing Date Target ended September 30, 2019, a copy of the consolidated balance sheet, income statement and statement of cash flows sheet of the Borrower Closing Date Target as of the end last day of and for such fiscal quarter and the then elapsed portion consolidated statements of income, retained earnings, and cash flows of the Closing Date Target for the fiscal yearquarter and for the fiscal year to date period then ended, setting forth each in each case reasonable detail showing in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding date and period or periods of in the previous fiscal year, all certified prepared by an officer of Borrower or the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis Closing Date Target in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (iifootnote disclosures and year end audit adjustments) may be fulfilled and certified to by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter end.Responsible Officer;

Financial Reports. Borrower shall furnish to Agent (ia) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, the audited The consolidated balance sheet, income statement and statement sheet of cash flows of the Borrower as of the end of and for such yearat December 31, setting forth in each case in comparative form the figures for the previous fiscal year2015, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the related consolidated statements of assets income, retained earnings and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as for the fiscal year then ended, and accompanying notes thereto, which financial statements are accompanied by the audit report of Schulman, Lobel, Zand, Katzen, Xxxxxxxx & Xxxxxxxx LLP, independent public accountants, and the end of the immediately preceding month, certified by an officer unaudited interim consolidated balance sheet of Borrower as presenting at April 30, 2016, and the related consolidated statements of income, retained earnings and cash flows of Borrower for the three (3) months then ended, heretofore furnished to Bank, fairly in all material respects present the consolidated financial condition of 9 Borrower as at said dates and the consolidated results of their operations of Borrower and cash flows for the periods then ended in conformity with GAAP applied on a consolidated basis in accordance with GAAP consistently applied consistent basis. Borrower has no contingent liabilities which are material to it other than as indicated on such financial statements and, with respect to future periods, neither Borrower nor any Subsidiary has any contingent liabilities which are material to it other than as indicated on the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect furnished pursuant to Section 6.5. (b) The balance sheet of each of Agama Solutions Inc. and Stratitude as at December 31, 2014 and December 31, 2015, and the available valuation related statements of Borrower’s investments income, retained earnings and cash flows of each of Agama Solutions Inc. and Stratitude for the fiscal years then ended, and accompanying notes thereto, which financial statements are accompanied by a quality of earnings report, the unaudited interim income statement of each of Agama Solutions Inc. and Stratitude for each of the calendar months ending as of July 31, 2016 and August 31, 2016, and the most recent quarter end.unaudited interim consolidated income statement of Borrower and its Subsidiaries as at August 31, 2016, heretofore furnished to Bank, fairly present the consolidated financial condition of Agama Solutions Inc., Stratitude and/or Borrower and its Subsidiaries, as applicable, as at said dates and the consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis. Neither Borrower nor any Subsidiary has any contingent liabilities which are material to it other than as indicated on such financial statements and, with respect to future periods, neither Borrower nor any Subsidiary has any contingent liabilities which are material to it other than as indicated on the financial statements furnished pursuant to Section 6.5. (h) Section 5.14 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “Section 5.14

Financial Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 thirty (30) calendar days after the end of each calendar month of Parent Entity, unaudited monthly financial statements of Parent Entity and its Subsidiaries on a consolidated basis consisting of a balance sheet and statements of income and cash flows as of the end of the immediately preceding calendar month, (ii) as soon as available and in any event within one hundred fifty (150) calendar days after the end of each fiscal year of Parent Entity, audited annual financial statements of Parent Entity on a consolidated and consolidating basis, including the Borrowernotes thereto, the audited consolidated consisting of a balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related statements of income, retained earnings, cash flows and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on which financial statements shall be prepared and certified without qualification by PricewaterhouseCoopers Deloitte & Touche LLP or such other independent certified public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing accounting firm mutually agreeable to Agent the report of the and Borrower to the SEC on Form 10-Q for the applicable quarterly period; and accompanied by related management letters, if available and (iii) within 30 no later than thirty (30) days after the end beginning of each calendar monthParent Entity’s and Xxxxxxxx’s fiscal years commencing with fiscal year ended December 31, the consolidated balance sheet2019, a month by month projected operating budget and cash flow of Parent Entity and its Subsidiaries for such fiscal year (including an income statement for each month and statement of cash flows of Borrower a balance sheet as of at the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly last month in all material respects the each fiscal quarter). All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (subject, as to interim statements, to lack of footnotes and year-end adjustments). With the quarterly financial statements of Parent Entity, Borrower shall also deliver a compliance certificate of a Responsible Officer of Borrower in the form satisfactory to Agent stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect to thereto and (C) no Material Adverse Effect has occurred since the valuation last delivery of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endstatements.

Financial Reports. Borrower shall furnish to Agent (i1) Except as soon Previously Disclosed in Schedule 5.1(G), (1) Salem’s audited balance sheet as available of December 31 for the fiscal years 2005 and 2006, and the related statements of income, changes in any event within 90 days after shareholders’ equity and cash flows for the end fiscal years ended 2004 through 2006, inclusive, and all subsequent unaudited quarterly financial statements of each Salem, and (2) its call report for the fiscal year ended December 31, 2006, and all other financial reports filed or to be filed subsequent to December 31, 2006, in the form filed with the FDIC and the Department (in each such case under the foregoing clauses (1) and (2), the “Salem Financial Reports”), did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the Borrowercircumstances under which they were made, the audited consolidated balance sheet, income statement not misleading; and statement of cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year balance sheets in or incorporated by reference into the Salem Financial Reports (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower entity or entities to which it relates as of the end of its date, and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets income and liabilities, changes in shareholders’ equity and cash flows or equivalent statements in the Salem Financial Reports (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in net assets shareholders’ equity and cash flows, as the case may be, of the end of) entity or entities to which it relates for the corresponding period or periods of the previous fiscal yearset forth therein, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis each case in accordance with GAAP consistently appliedduring the periods involved, except in each case as may be noted therein, and subject to normal recurring year-end audit adjustments normal in nature and amount in the absence case of footnotes; provided, that the requirements set forth unaudited statements. No Person has resigned or been dismissed as independent public accountants of Salem as a result of or in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower connection with any disagreements with Salem on a consolidated basis in accordance with GAAP consistently applied other than with respect to the valuation matter of Borrower’s investmentsaccounting principles or practices, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endstatement disclosure or auditing scope or procedure.

Financial Reports. (a) Borrower shall and the REIT will furnish to Agent Lender: (i) annual audited consolidated or combined, as soon as available the case may be, financial statements of (A) Borrower and REIT, (B) the Partnership, HIC and the Corporation and (C) Borrower, the REIT, the Partnership and the Corporation, each prepared in any event accordance with GAAP within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for the previous Borrower's fiscal year, all reported on year prepared by PricewaterhouseCoopers LLP or other nationally recognized independent public accountants of recognized national standing (which accountant's opinion shall be unqualified), reasonably satisfactory to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearLender; (ii) within 45 days after the end close of each of the first three fiscal quarters of quarterly accounting period in each fiscal year year, the consolidated or combined, as the case may be, balance sheet of (A) Borrower and REIT, (B) the Partnership, HIC and the Corporation and (C) Borrower, the consolidated balance sheetREIT, income statement the Partnership, HIC and statement of cash flows of the Borrower Corporation, each as of the end of such quarterly period and the related consolidated statements of income, cash flow and shareholders' equity for such quarterly period and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis prepared in accordance with GAAP consistently appliedcertified by Borrower, subject to normal year-end audit adjustments the Partnership and the absence of footnotesHIC, as applicable; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) quarterly and annual operating statements (prepared on a basis consistent with that used in the preparation of the GAAP consolidated or combined, as the case may be, financial statements of Borrower, the REIT, the Partnership, the Corporation and HIC, and in compliance with the Uniform System of Accounts) for each Real Property Asset, separately disclosing the amounts paid under the related Operating Lease and including a comparison and reconciliation with the most recent Annual Operating Budget, within 30 45 days after of the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower as of the end of the immediately preceding monthquarter, certified by the Borrower, the Partnership and HIC (iv) copies of all of Borrower's, REIT's, the Partnership's, the Corporation's and HIC's quarterly and annual filings with the Securities and Exchange Commission and all shareholder reports and letters to the REIT's, HIC's and the Corporation's shareholders and all other publicly released information promptly after their filing or mailing, and (v) an officer annual operating and capital budget for each of the Real Property Assets (the "Annual Operating Budget"), including cash flow projections for the upcoming year, presented on a monthly basis consistent with the quarterly and annual operating statements referred to in clause (iii) above at least 15 days prior to the start of each calendar year. Borrower will furnish or cause to be furnished such additional reports or data, but no more often than on a quarterly basis, as Lender may reasonably request including, without limitation management and marketing reports for each Real Property Asset. Borrower and each Loan Party shall maintain a system of accounting capable of furnishing all such information and data, and shall maintain its respective books and records respecting financial and accounting matters in a proper manner and on a basis consistent with that used in the preparation of the GAAP consolidated financial statements of Borrower. Unless otherwise specified above financial reports requested by Lender of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower on a consolidated basis in accordance with GAAP consistently applied other shall be provided to Lender no later than with respect to the valuation of Borrower’s investments, it being understood that any 15 days after such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endrequest.

Financial Reports. (a) Borrower shall will furnish to Agent Agent: (i) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, the annual audited consolidated balance sheet, income statement and statement of cash flows financial statements of the Borrower as and its Subsidiaries prepared in accordance with GAAP within 95 days of the end of the Borrower's fiscal year prepared by nationally recognized independent public accountants (which accountant's opinion shall be unqualified) including the related consolidated statements of income, cash flow and for such year, retained earnings and setting forth in each case in comparative form the figures for the previous fiscal yearcorresponding prior year period, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing satisfactory to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal yearAgent; (ii) within 45 50 days after the end close of each quarterly accounting period in each fiscal year, the management prepared consolidated balance sheet of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower and its Subsidiaries, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of such quarterly period and the related consolidated statements of income, cash flow and retained earnings for such quarterly period and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotesGAAP; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) quarterly and annual worksheets prepared by Borrower in connection with the calculation of management base and incentive fees for each of the Hospitality Properties leased or managed by Borrower or by its Subsidiaries within 30 50 days after of the end of each calendar monthquarter (which such worksheets shall indicate the management base and incentive fees that relate to Permitted Property Agreements that are part of the Collateral hereunder); (iv) quarterly and annual operating statements (prepared on a basis consistent with that used in the preparation of the GAAP consolidated financial statements of Borrower) for each of the Hospitality Properties owned by Borrower or by Borrower Subsidiaries, including a comparison with the consolidated balance sheetmost recent Annual Operating Budget, income statement and statement of cash flows of Borrower as within 50 days of the end of each calendar quarter; (v) copies of all of the immediately preceding monthBorrower's and Loan Parties' quarterly and annual filings with the Securities and Exchange Commission and all shareholder reports and letters to the Borrower's and all Loan Parties' shareholders or partners, certified as the case may be and all other publicly released information promptly but in no event later than thirty (30) days after their filing or mailing; and (vi) to the extent available and to the extent not subject to any confidentiality obligation with respect thereto, an annual operating and capital budget for each of the Hospitality Properties owned, leased or managed by an officer of Borrower as presenting fairly in all material respects or by Borrower Subsidiaries (the financial condition and results of operations of Borrower "Annual Operating Budget"), including cash flow projections for the upcoming year, presented on a consolidated monthly basis consistent with the quarterly and annual operating statements referred to in accordance with GAAP consistently applied other clause (iii) above at least 15 days prior to the start of each calendar year. Borrower will furnish such additional reports or data, but no more often than on a quarterly basis and to the extent not subject to any confidentiality obligation with respect thereto, as Agent may reasonably request including, without limitation, monthly operating statements, to extent that there are retail tenants located at a Hospitality Property, a certified rent roll, leasing and management reports for each of the valuation Hospitality Properties owned, leased or managed by Borrower or by Borrower Subsidiaries and an accounting for security deposits. Borrower shall maintain a system of accounting capable of furnishing all such information and data, and shall maintain its books and records respecting financial and accounting matters in a proper manner and on a basis consistent with that used in the preparation of the GAAP consolidated financial statements of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter end.

Financial Reports. Borrower shall furnish to Agent (i) as soon as available and in any event within 90 thirty (30) calendar days after the end of each calendar month of Parent Entity, unaudited monthly financial statements of Parent Entity and its Subsidiaries on Katapult SPV-1 LLC – Loan and Security Agreement a consolidated basis consisting of a balance sheet and statements of income and cash flows as of the end of the immediately preceding calendar month, (ii) as soon as available and in any event within one hundred fifty (150) calendar days after the end of each fiscal year of Parent Entity, audited annual financial statements of Parent Entity on a consolidated and consolidating basis, including the Borrowernotes thereto, the audited consolidated consisting of a balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related statements of income, retained earnings, cash flows and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on which financial statements shall be prepared and certified without qualification by PricewaterhouseCoopers Deloitte & Touche LLP or such other independent certified public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing accounting firm mutually agreeable to Agent the report of the and Borrower to the SEC on Form 10-Q for the applicable quarterly period; and accompanied by related management letters, if available and (iii) within 30 no later than thirty (30) days after the end beginning of each calendar monthParent Entity’s and Borrower’s fiscal years commencing with fiscal year ended December 31, the consolidated balance sheet2019, a month by month projected operating budget and cash flow of Parent Entity and its Subsidiaries for such fiscal year (including an income statement for each month and statement of cash flows of Borrower a balance sheet as of at the end of the immediately preceding month, certified by an officer of Borrower as presenting fairly last month in all material respects the each fiscal quarter). All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (subject, as to interim statements, to lack of footnotes and year-end adjustments). With the quarterly financial statements of Parent Entity, Borrower shall also deliver a compliance certificate of a Responsible Officer of Borrower in the form satisfactory to Agent stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect to thereto and (C) no Material Adverse Effect has occurred since the valuation last delivery of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endstatements.

Financial Reports. Borrower shall, and shall cause each Subsidiary to, maintain a standard system of accounting in accordance with GAAP and shall furnish to Agent Bank and its duly authorized representatives such information respecting the business and financial condition of Borrower and each Subsidiary as Bank may reasonably request; and without any request, shall furnish to Bank: (ia) if requested by Bank, as soon as available, and in any event no later than three (3) days after the last day of each calendar week of Borrower (other than the calendar week ending on the last day of the fiscal year of Borrower), a copy of a report of the revenue of Borrower and its Subsidiaries attributable to the GPA Learn software platform for such calendar week and the fiscal year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period 14 in the previous fiscal year, prepared by Borrower in accordance with GAAP and certified to by its chief financial officer or such other officer acceptable to Bank; (b) as soon as available available, and in any event within 90 no later than fifteen (15) days after the last day of each calendar month, a Borrowing Base Certificate showing the computation of the Borrowing Base in reasonable detail as of the close of business on the last day of such month, together with an accounts receivable and accounts payable aging, prepared by Borrower and certified to by its chief financial officer or another officer of Borrower acceptable to Bank; (c) if requested by Bank, as soon as available, and in any event no later than thirty (30) days after the last day of each calendar month of Borrower (other than the calendar month ending on the last day of the fiscal year of Borrower), a copy of a report of the revenue of Borrower and its Subsidiaries attributable to the GPA Learn software platform for such calendar month and the fiscal year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by Borrower in accordance with GAAP and certified to by its chief financial officer or such other officer acceptable to Bank; (d) as soon as available, and in any event no later than the earlier of (i) the date Borrower files such documents with the SEC (if Borrower is then a Reporting Company) or (ii) forty-five (45) days after the last day of each fiscal quarter of Borrower, including the fiscal quarter ending on the last day of the fiscal year of Borrower, (i) a copy of the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as of the last day of such period and the consolidated and consolidating statements of income, retained earnings, and cash flows of Borrower and its Subsidiaries for such fiscal quarter and the fiscal year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by Borrower in accordance with GAAP, reviewed pursuant to Statement on Auditing Standards No. 116 (or any successor statement) and certified to by Borrower’s chief financial officer or such other officer acceptable to Bank, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” covering the periods referred to above and, if Borrower is then a Reporting Company, the disclosures required by Item 307 and 308 of Regulation S-K under the Exchange Act (all of the foregoing financial information to be prepared on a basis consistent with applicable SEC requirements if Borrower then has a class of 15 securities registered under the Exchange Act) and (ii) following consummation of the GPA Learn Acquisition, a company prepared income statement showing the performance in respect of the assets acquired pursuant to the GPA Learn Acquisition (it being understood and agreed that any negative EBITDA generated in connection with such assets as of the end of any fiscal year of Borrower (any such amount, each a “GPA Learn Loss”) shall constitute a GPA Learn Loss hereunder); (e) as soon as available, and in any event no later than the earlier of (i) the date Borrower files such documents with the SEC for each Fiscal Year (if the Borrower is then a Reporting Company) or (ii) ninety (90) days after the last day of each fiscal year of the Borrower, (1) a copy of the audited consolidated balance sheetsheet of Borrower and its Subsidiaries as of the close of such period and the consolidated statements of income, income statement retained earnings, and statement of cash flows of the Borrower as of the end of and its Subsidiaries for such yearperiod, setting forth and accompanying notes thereto, each in each case reasonable detail showing in comparative form the figures for the previous fiscal year, all reported on accompanied by PricewaterhouseCoopers LLP an unqualified opinion thereon of XX Xxxxxxxxx Associates, LLC or other another firm of independent public accountants of recognized national standing standing, selected by Borrower and satisfactory to Bank, to the effect that such consolidated the financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis have been prepared in accordance with GAAP consistently appliedand present fairly in accordance with GAAP the consolidated financial condition of Borrower and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” covering the periods referred to above and, if Borrower is then a Reporting Company, the disclosures required by Item 307 and 308 of Regulation S-K under the Exchange Act (all of the foregoing financial information to be prepared on a basis consistent with applicable SEC requirements if Borrower then has a class of securities registered under the Exchange Act), and (2) a copy of the company prepared consolidating balance sheet of Borrower and its Subsidiaries as of the close of such period and the consolidating statements of income, retained earnings, and cash flows of Borrower and its Subsidiaries for such period, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year; provided16 (f) with each of the financial statements delivered pursuant to subsections (d) and (e) above, that the requirements set forth in this clause (i) may be fulfilled if Borrower is then a Reporting Company, certifications of each of Borrower’s chief executive officer and chief financial officer in the form required by providing to the Agent the report 601(b)(31) of the Borrower to the SEC on Form 10Regulation S-K for under the applicable fiscal year; Exchange Act and (ii) within 45 a written certificate in the form attached hereto as Exhibit C signed by the chief financial officer of Borrower or another officer of Borrower acceptable to Bank to the effect that to the best of such officer’s knowledge and belief no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by Borrower or any Subsidiary to remedy the same. Such certificate shall also set forth the calculations supporting such statements in respect of Section 7.12 (Financial Covenants); (g) with each of the financial statements delivered pursuant to subsection (e) above, the written statement of the accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the nature and period of the existence thereof; (h) as soon as available, and in any event no later than ninety (90) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a copy of Borrower’s consolidated and consolidating business plan for the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the following fiscal year, setting forth in each case in comparative form the figures for (orsuch business plan to show Borrower’s projected consolidated and consolidating revenues, in the case of the statements of assets expenses and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower balance sheet on a consolidated basis quarter by quarter/month by month basis, such business plan to be in accordance with GAAP consistently appliedreasonable detail prepared by Borrower and in form satisfactory to Bank (which shall include a summary of all assumptions made in preparing such business plan); (i) promptly after receipt thereof, subject any additional written reports, management letters or other detailed information contained in writing concerning significant aspects of Borrower’s or any Subsidiary’s operations and financial affairs given to normal yearit by its independent public accountants; (j) promptly after the sending or filing thereof, copies of each financial statement, report, notice or proxy statement sent by Borrower or any Subsidiary to its stockholders or other equity holders, and copies of each regular, periodic or special report, registration statement or prospectus (including all Form 10-end audit adjustments and the absence of footnotes; providedK, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for and Form 8-K reports) filed by Borrower or any 17 Subsidiary with any securities exchange or the applicable quarterly periodSEC or any successor agency; and (iiik) within 30 days promptly after the end receipt thereof, a copy of each calendar month, audit made by any regulatory agency of the consolidated balance sheet, income statement books and statement of cash flows records of Borrower as or any Subsidiary or of notice of any material noncompliance with any applicable law, regulation or guideline relating to Borrower or any Subsidiary, or its business; (l) promptly after knowledge thereof shall have come to the end attention of the immediately preceding month, certified by an any responsible officer of Borrower as presenting fairly or any Subsidiary, written notice of (i) any threat, notice, development or action of any kind received from, or taken by, Sandton in all material respects the financial condition and results respect of operations any claimed Lien of Borrower any kind on a consolidated basis in accordance with GAAP consistently applied other than or with respect to the valuation assets or other Property of Borrower’s investmentsBorrower or any Subsidiary, it being understood that (ii) any investigation by any Governmental Authority or any material development with respect thereto, (iii) any threatened or pending litigation or governmental or arbitration proceeding or labor controversy against Borrower or any Subsidiary or any of their Property or any other event which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (iv) (x) the occurrence of any Default or Event of Default hereunder and what action Borrower is taking (and proposed to take) with respect thereto and (y) any development or other information outside the ordinary course of business of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (m) promptly upon receipt by Borrower or any Subsidiary, written notice of any default notice given to any such monthly Person in writing by any creditor to which Borrower or any of its Subsidiaries has material debt or other obligations; and (n) such other information (including non-financial statements need only reflect information) as Bank may from time to time reasonably request. (m) The following sentence is hereby added to the available valuation end of Borrower’s investments as Section 6.13 of the most recent quarter endCredit Agreement to read as follows: “Notwithstanding the foregoing, a control agreement shall not be required for deposit accounts for xxxxx cash supporting local operations so long as the amounts on deposit in such deposit accounts do not at any time exceed $10,000 in the aggregate for all such accounts.” (n) Section 6.17 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 18 “Section 6.17 [Reserved].” (o) A new Section 6.19 is hereby added to the Credit Agreement immediately following Section 6.18 thereof to read as follows: “Section 6.19

Financial Reports. Borrower The Credit Parties shall furnish to Agent (i) as soon as available and in any event within 90 ninety (90) calendar days after the end of each fiscal year of Borrowers, audited annual consolidated financial statements and unaudited annual consolidating financial statements of Borrowers and their Consolidated Subsidiaries, including the Borrowernotes thereto, the audited consisting of consolidated and consolidating balance sheet, income statement and statement of cash flows of the Borrower as of sheets at the end of such completed fiscal year and the related consolidated and consolidating statements of income, retained earnings, cash flows and owners' equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on which financial statements shall be prepared and certified without qualification by PricewaterhouseCoopers KPMG, LLP or any other independent certified public accountants of recognized national standing accounting firm satisfactory to the effect that such consolidated financial statements present fairly Agent in all material respects the financial condition its Permitted Discretion and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedaccompanied by related management letters, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; if available, (ii) as soon as available and in any event within 45 forty-five (45) calendar days after the end of each fiscal quarter of Borrowers (other than the first three last fiscal quarters quarter of each fiscal year year), unaudited consolidated and consolidating financial statements of the BorrowerBorrowers and their Consolidated Subsidiaries consisting of a balance sheet and statements of income, the consolidated balance sheet, income statement retained earnings and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower owners' equity as of the end of the immediately preceding fiscal quarter, (iii) together with each Monthly Borrowing Certificate, a separate detailed aging and categorization of the Borrowers' accounts receivable and accounts payable and such other supporting documentation with respect to the figures and information in the Borrowing Certificate as Agent shall request in its Permitted Discretion, and (iv) as soon as available and in any event within thirty (30) calendar days after the end of each calendar month (other than the last calendar month of a fiscal quarter), unaudited consolidated and consolidating financial statements of Borrowers and their Consolidated Subsidiaries consisting of a balance sheet and statements of income, retained earnings, cash flows and owners' equity as of the end of the immediately preceding calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with respect prior periods (subject, as to interim statements, to lack of footnotes and year-end adjustments). With each quarterly and annual financial statement, Borrowers shall also deliver a compliance certificate of its chief financial officer on behalf of Borrowers in the form of Exhibit B hereto (each, a "COMPLIANCE CERTIFICATE"). Such certificate shall be accompanied by the calculations necessary to show compliance with the financial covenants set forth in Section 7.1 and Annex I in a form satisfactory to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endAgent in its Permitted Discretion.

Financial Reports. Borrower ASG shall furnish to Agent and each Lender (i) as soon as they are prepared and in any event within ninety (90) calendar days after the end of each fiscal year of ASG, audited annual consolidated financial statements of ASG including the notes thereto, consisting of a consolidated balance sheet at the end of such completed fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows for such completed fiscal year, which financial statements shall be prepared by ASG and certified without qualification by an independent certified public accounting firm reasonably satisfactory to Agent (which shall include Deloitte) and accompanied by related management letters, if available, (ii) as soon as available and in any event within 90 forty-five (45) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; provided, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (ii) within 45 days after the end of each of the first three fiscal quarters of each the fiscal year of the BorrowerASG, the unaudited consolidated financial statements of ASG consisting of a balance sheetsheet and statements of income, income statement stockholders’ equity and statement of cash flows of the Borrower as of the end of and for such the immediately preceding fiscal quarter and the then elapsed portion of the fiscal yearquarter, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) as soon as available and in any event within 30 thirty (30) calendar days after the end of each calendar month, the unaudited consolidated financial statements of ASG consisting of a balance sheet, income statement sheet and a statement of income, and cash flows of Borrower as of the end of the immediately preceding calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods (except that certain of the financial statements do not have footnotes, are subject to year end adjustments in the case of monthly and quarterly financial statements, including, without limitation, reserves for incurred but not reported items and claims payable consistent with past practices). With each quarterly and annual financial statement, ASG shall also deliver a certificate of its chief financial officer stating that (A) such person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) ASG (on a consolidated basis) is in compliance with all financial covenants attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance with the financial covenants in a form reasonably satisfactory to the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endAgent.

Financial Reports. Borrower shall furnish to Agent Lender (i) as soon as available and in any event within 90 ninety (90) calendar days after the end of each fiscal year of the Borrower, audited annual consolidated financial statements of Borrower, including the audited notes thereto, consisting of a consolidated balance sheet, income statement and statement of cash flows of the Borrower as of sheet at the end of such completed fiscal year and the related consolidated statements of income, retained earnings, cash flows and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing to the effect that such consolidated which financial statements present fairly in all material respects the financial condition shall be prepared and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedcertified without qualification by an independent certified public accounting firm satisfactory to Lender (it being acknowledged that Ernst & Young LLP is satisfactory to Lender, that the requirements set forth in this clause (i) may be fulfilled by providing to the Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; and (ii) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for thirty (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of30) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 calendar days after the end of each calendar month, the unaudited consolidated financial statements of Borrower consisting of a balance sheetsheet and statements of income, income statement and statement of retained earnings, cash flows of Borrower and owners’ equity as of the end of the immediately preceding calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with respect to prior periods (except for changes required or permitted by GAAP and except that the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect not have footnotes, and will be subject to year-end adjustments). With each fiscal year-end and fiscal quarter-end financial statement, Borrower shall also deliver a certificate of its chief financial officer stating that (A) such person has reviewed the available valuation relevant terms of the Loan Documents and the condition of Borrower’s investments as , (B) no Default or Event of Default has occurred or is continuing, or, if any of the most recent quarter endforegoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) Borrower is in compliance with all financial covenants attached as Annex I hereto, or, if Borrower is not in compliance with any such covenant, Borrower shall so specify. Such certificate shall be accompanied by the calculations necessary to show compliance with the financial covenants in a form satisfactory to Lender.

Financial Reports. Borrower The Credit Parties shall furnish to Agent and Lenders (i) as soon as available and in any event within 90 ninety (90) calendar days after the end of each fiscal year of the BorrowerCredit Parties, (A) audited annual consolidated financial statements of the audited Credit Parties and their Subsidiaries, including the notes thereto, consisting of consolidated balance sheet, income statement and statement of cash flows of the Borrower as of sheets at the end of such completed fiscal year and the related consolidated statements of income, retained earnings, cash flows and owners’ equity for such year, setting forth in each case in comparative form the figures for the previous completed fiscal year, all reported on which financial statements shall be certified without qualification by PricewaterhouseCoopers LLP or any other independent certified public accountants accounting firm satisfactory to Agent in its Permitted Discretion (provided that any of recognized national standing to the effect that such consolidated “big 4” accounting firms shall be deemed acceptable for this purpose), and accompanied by related management letters, if available, and (B) unaudited annual consolidating financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied; providedCredit Parties and their Subsidiaries, that consisting of consolidating balance sheets at the requirements set forth in this clause (i) may be fulfilled by providing to end of such completed fiscal year and the Agent the report related consolidating statements of the Borrower to the SEC on Form 10-K income, retained earnings, cash flows and owners’ equity for the applicable such completed fiscal year; , (ii) as soon as available and in any event within 45 forty-five (45) calendar days after the end of each fiscal quarter of the first three fiscal quarters of each fiscal year Credit Parties, unaudited consolidated and consolidating financial statements of the BorrowerCredit Parties and their Subsidiaries consisting of a balance sheet and statements of income, the consolidated balance sheetretained earnings, income statement and statement of cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statements of assets and liabilities, operations, changes in net assets and cash flows, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by an officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (ii) may be fulfilled by providing to Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; and (iii) within 30 days after the end of each calendar month, the consolidated balance sheet, income statement and statement of cash flows of Borrower owners’ equity as of the end of the immediately preceding fiscal quarter, and (iii) as soon as available and in any event within thirty (30) calendar days after the end of each calendar month (other than the last calendar month of a fiscal quarter), unaudited consolidated and consolidating financial statements of the Credit Parties and their Subsidiaries consisting of a balance sheet and statements of income, retained earnings, cash flows and owners’ equity as of the end of the immediately preceding calendar month, certified by an officer of Borrower as presenting fairly in all material respects the . All such financial condition and results of operations of Borrower on a consolidated basis statements shall be prepared in accordance with GAAP consistently applied other than with prior periods except as noted therein (subject, as to interim statements, to lack of footnotes and year-end adjustments). With each quarterly financial statement for the months of March, June, September and December of each calendar year and with each annual financial statement, the Credit Parties shall also deliver a compliance certificate signed by their respective chief financial officers in a form satisfactory to Agent in its Permitted Discretion stating that (A) such persons have reviewed the relevant terms of the Loan Documents and the condition of the Credit Parties, (B) no Default or Event of Default has occurred or is continuing, or, if any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, and (C) whether the Credit Parties are in compliance with all financial covenants in this Agreement attached as Annex I hereto. Such certificate shall be accompanied by the calculations necessary to show compliance or noncompliance with the valuation of Borrower’s investments, it being understood that any such monthly financial statements need only reflect the available valuation of Borrower’s investments as of the most recent quarter endcovenants in a form satisfactory to Agent in its Permitted Discretion.