Common use of Financial Statements, Reports Clause in Contracts

Financial Statements, Reports. Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank: (a) a Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) within thirty (30) days after the end of each month; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, and in any event within thirty (30) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report in a form reasonably acceptable to Bank; (f) within sixty (60) days after the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within ten (10) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Financial Statements, Reports. Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank: (a) As soon as available, and in any event within one hundred eighty (180) days after the close of Debtor’s fiscal year, Debtor shall furnish Lender with (i) company prepared unaudited financial statements of Debtor, setting forth the balance sheet and the statement of income and cash flow of Debtor for such year, in each case in comparative form to the figures for the previous fiscal year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance, and (ii) a Borrowing Base Statement (current rent roll and delinquency report of all Leases of the Debtor’s Homes, all in reasonable detail and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance. As soon as available, and in any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) event within thirty (30) days after the end of each month; when such were due to be filed (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day date of each month any extension period, if applicable), Debtor shall furnish Lender with a copy of all tax returns (including all schedules and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as statements) of the end of Debtor. Borrower shall also furnish to Lender such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the additional financial covenants set forth in this Agreement and such other information as Bank may be reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;requested by Lender from time to time. (eb) as As soon as available, and in any event within thirty (30) days after the end of each fiscal quarter calendar quarter, Debtor shall furnish Lender the following: (i) company prepared unaudited financial statements of BorrowerDebtor, a recurring revenue cohort report in a form reasonably acceptable to Bank; (f) within sixty (60) days after setting forth the end balance sheet and the statement of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections Debtor for such fiscal year (on a quarterly basis)calendar quarter, in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject comparative form to the reporting requirements under figures for the Exchange Act within ten (10) days of filing, copies of previous calendar quarter all periodic in reasonable detail and other reports, proxy statements prepared in accordance with sound and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, consistently applied accounting principles and certified as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within ten (10) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance; and (ii) a rent roll of all Leases of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reportsDebtor’s Homes, and Borrower has timely paid such other information as Lender may reasonably require all foreigncertified as true and correct in all material respects by the manager of Borrower, federal, state all as acceptable to Lender in form and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Banksubstance.

Financial Statements, Reports. Provide Bank with the following by submitting Furnish to the Financial Statement Repository or otherwise submitting to Bankeach Lender: (a) a Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) within thirty (30) days after the end of each month; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, and in any event within thirty (30) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report in a form reasonably acceptable to Bank; (f) within sixty (60) 120 days after the end of each fiscal year of BorrowerNWS, consolidated balance sheets of NWS and contemporaneously its Subsidiaries and related consolidated statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows during such fiscal year, all audited by Coopers & Lybr▇▇▇ ▇.▇.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such financial statements fairly present the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles consistently applied (except for any updates or amendments theretochanges with which such accountants concur in writing); (b) within 60 days after the end of each of the first three fiscal quarters in each fiscal year of NWS, (A) annual operating budgets (including income statements, unaudited consolidated balance sheets and related statements of income and cash flow statements, by month) flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then current elapsed portion of the fiscal year year, all certified by a Financial Officer of BorrowerNWS as fairly presenting the financial condition, results of operations and (B) annual financial projections for such fiscal year (on a quarterly basis)cash flows of NWS and its Subsidiaries, in each case as approved by the Board, together accordance with any related business forecasts generally accepted accounting principles applied consistently with those used in preparing the preparation of such annual financial projectionsstatements delivered pursuant to (a) above and subject to normal year-end audit adjustments; (gc) as soon as availableconcurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof and (ii) setting forth computations in any event reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin; (d) within one hundred eighty (180) days following 12 Business Days after the end of Borrower’s fiscal yeareach calendar month, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion a Borrowing Base Certificate certified by a Financial Officer of each Borrower (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar which certificate the Lenders shall have the right to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firmsaudit); (he) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) days of filingpromptly upon their becoming available, copies of all regular and periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor NWS with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any of or all of the functions of the SEC said Commission, or with any national securities exchange, or distributed to the stockholders of NWS or its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documentsSubsidiaries; (if) within ten (10) days prior to the commencement of deliveryeach fiscal year of NWS, financial projections for such fiscal year certified by a Financial Officer to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies of all statements, reports any other material financial projections and notices made available to Borrower’s security holders budgets prepared by or to any holders on behalf of Subordinated Debt; (j) prompt report the Borrowers and approved by the Board of any legal actions pending or threatened in writing against Borrower or any Directors of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or moreNWS; and (kg) promptly, from time to time, such other information regarding Borrower or compliance with the terms operations, business affairs, assets and financial condition of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information NWS and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns as any Lender may reasonably request including, but not limited to, monthly accounts receivable aging and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankinventory schedules.

Financial Statements, Reports. Provide Bank with the following by submitting Furnish to the Financial Statement Repository or otherwise submitting to BankPurchaser: (ai) a Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) within thirty (30) days after the end of each month; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no not later than thirty (30) days after the last ninetieth day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, and in any event within thirty (30) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report in a form reasonably acceptable to Bank; (f) within sixty (60) days after the end of each fiscal year of the Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, Consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such year and the related Consolidated statements of income, stockholders' equity and cash flow statements, by month) for flows of the then current fiscal year of Borrower, Borrower and (B) annual financial projections its Subsidiaries for such fiscal year (on a quarterly basis)year, setting forth in each case as approved by in comparative form (x) the Board, together with any related business forecasts used Consolidated figures for the previous fiscal year and (y) the figures set forth in the preparation budget for such period, all in reasonable detail and accompanied by a report thereon of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other reputable firm of independent public accountants, which report shall state that such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under present fairly the financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit by such accountants in connection with such Consolidated financial statements has been made in accordance with GAAP, consistently applied, together with an unqualified opinion (; provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on so long as the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firms; (h) in the event that Borrower becomes is subject to the reporting requirements under provisions of the Exchange Act within ten (10) days Act, timely delivery of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all Borrower's annual report on Form 10-K for such period will satisfy the requirements of this paragraph (i) (except for the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are requirement included in materials otherwise filed with the SECclause (y) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documentsabove); (iii) within ten (10) days not later than the sixtieth day after the end of deliveryeach of the first three quarterly fiscal periods in each fiscal year of the Borrower, copies Consolidated balance sheets of all statements, reports the Borrower and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against as at the end of such period and the related Consolidated statements of income, stockholders' equity and cash flows of the Borrower or any of and its Subsidiaries of, individually or for such period and (in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000case of the second and third quarterly periods) or more; and (k) promptly, for the period from time to time, such other information regarding Borrower or compliance with the terms beginning of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted the current fiscal year to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that end of such quarterly period, setting forth in each case in comparative form (ix) as the consolidated figures for the corresponding periods of the date previous fiscal year and (y) the figures set forth in the budget for such period, all in reasonable detail and certified by a principal financial officer of the Borrower as presenting fairly, in accordance with GAAP (except for the absence of notes thereto) applied (except as specifically set forth therein) on a basis consistent with such Compliance Statement, Borrowing Base Statement or other financial statementprior fiscal periods, the information and calculations set forth therein are truecontained therein, accurate and correctsubject to changes resulting from normal year-end audit adjustments; provided that so long as the Borrower is subject to the reporting provisions of the Exchange Act, timely delivery of copies of the Borrower's quarterly report on Form 10-Q for such period will satisfy the requirements of this paragraph (ii) as of (except for the end of the compliance period set forth requirement included in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, clause (iiiy) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.above);

Financial Statements, Reports. Provide Bank with At Administrative Agent’s request, Borrower shall deliver or cause to be delivered to Administrative Agent each month, a detailed report showing the following by submitting progress of the Work for each Project. In addition to such progress reports and any other financial statements required to be delivered to Administrative Agent pursuant to the Financial Statement Repository or otherwise submitting provisions of any of the other Loan Documents, Borrower will from time to Banktime furnish to Administrative Agent such information and reports, financial and otherwise, concerning each Obligor, the performance of the Work for each Property and the operation of each Project as Administrative Agent reasonably requires, including, without limitation, the following: (ai) Within one hundred twenty (120) days after the end of each calendar year, and (ii) within sixty (60) days after the end of each calendar quarter, financial statements for the Payment and Completion Guarantor, such financial statements to be (A) on a Borrowing Base Statement form reasonably acceptable to Administrative Agent, (B) in reasonable detail; (C) prepared in accordance with generally accepted accounting principals consistently applied; (D) accompanied by supporting schedules, including, without limitation, all real estate schedules; (E) certified by the Payment and any schedules related thereto Completion Guarantor as true, correct and including any other complete and as fairly and accurately presenting the information reasonably requested contained therein; and (F) for annual statements, certified by Bank a certified public accountant of recognized standing acceptable to Administrative Agent and, for quarterly statements, certified by the Property and Completion Guarantor as fairly and accurately presenting the information contained therein. Administrative Agent hereby acknowledges and agrees that a copy of the annual audit report and/or the quarterly financials, as applicable, filed by the Payment and Completion Guarantor with respect the Securities and Exchange Commission shall satisfy the foregoing requirements. (b) Within sixty (60) days of the filing thereof (but not later than May 15 unless proper extension requests have been filed and copies delivered to BorrowerAdministrative Agent within ten (10) days of the extended filing date), copies of the federal and state income tax returns for each Obligor, together with all supporting schedules. (c) Within sixty (60) days of the end of each calendar quarter, compliance certificates from the Payment and Completion Guarantor in accordance with the terms of the Payment and Completion Guaranty evidencing the Payment and Completion Guarantor’s Accountscompliance with the financial covenants set forth therein. (d) Upon substantial completion of the Project, (i) within thirty (30) days after the end of each month; fiscal quarter, an operating statement for each Project, and (bii) within thirty fifteen (3015) days after the end of each calendar month, a lease status report for each Project, each such delivery to be (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank Administrative Agent, (B) in reasonable detail; (C) prepared in accordance with sound accounting principals consistently applied; and (D) certified by Borrower as fairly and accurately presenting the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;contained therein. (e) as soon as availableUpon request from Administrative Agent, leasing updates, general building information, projected tax expenses, tax information, applicable market data, and in any event within thirty (30) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report in a form reasonably acceptable to Bank; (f) within sixty (60) days after the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis), in each case as approved by the Board, together with any other information related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject to the reporting requirements under Obligors or the Exchange Act within ten (10) days of filing, copies of all periodic and other reports, proxy statements and other materials filed Project as deemed reasonably necessary by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within ten (10) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to BankAdministrative Agent.

Financial Statements, Reports. Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank: (a) a Borrowing Base Statement (True and any schedules related thereto complete copies of the Financial Statements are set forth on Schedule 3.6(a). The Financial Statements were prepared from the books and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) within thirty (30) days after the end records of each month; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateFinance Company, and outstanding or held check registers, if any, and (C) monthly reconciliations the balance sheets of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30) days after Finance Company included in the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all fairly present the financial position of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, Finance Company as of the end dates thereof and the statements of such month, Borrower was in full compliance with all earnings and retained earnings and of the terms and conditions cash flows of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, and in any event within thirty (30) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report in a form reasonably acceptable to Bank; (f) within sixty (60) days after the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used Finance Company included in the preparation Financial Statements fairly present the results of such annual operations, changes in stockholder's equity and changes in financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholdersposition, as the case may be. Documents required , of Finance Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be delivered pursuant material in amount or effect), in each case in accordance with generally accepted accounting principles. (b) Except as set forth in Section 3.6(b) Finance Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) which are not reflected on the balance sheet dated as of September 30, 1996 included in the Financial Statements other than such indebtedness, obligations or liabilities as were incurred in the ordinary and usual course of business consistent with past practices since September 30, 1996 and which either will be repaid or discharged prior to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered Closing or reflected on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing Closing Date Balance Sheet. (which may be by electronic mailc) of the posting of any such documents; Schedule 3.6(c) contains (i) within ten a Statement of Cash Flows in the aggregate (10by month) days as of deliverySeptember 30, copies 1996, with respect to all Financing Contracts and (ii) a Statement of Cash Flows in the aggregate (by month) as of November 30, 1996, with respect to all statements, reports Financing Contracts. Such Statements of Cash Flows shall contain a reconciliation of the aggregate Gross Receivable amount reflected on such Statement of Cash Flows to the amount reflected on the balance sheet of Finance Company as of such dates included in the Financial Statements. Such Statements of Cash Flows are true and notices made available to Borrower’s security holders or to any holders correct as of Subordinated Debt;such dates and in accordance with the books and records of Finance Company. (jd) prompt report Schedule 3.6(d) contains the following information as of November 30, 1996 with respect each Financing Contract in existence on such date: (i) a Statement of Cash Flows, (ii) a general description of the Portfolio Property which is subject thereof or governed thereby, (iii) the remaining term thereof, (iv) the maturity date and frequency and aggregate amount of remaining scheduled payments of rent or of principal and interest thereunder (net of any legal actions pending property, sales, use or threatened in writing against Borrower or any similar Taxes thereon), (v) the name and address of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any the Obligor thereunder and Finance Company's internal account number therefore, (vi) the Residual, if any, of its Subsidiaries ofthe applicable Portfolio Property, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000vii) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower purchase options in favor of a Compliance Statement, a Borrowing Base Statement the Obligor or any other financial statement submitted to Person, (viii) the Financial Statement Repository pursuant to this Section 6.2 amount of any security deposit and advance rents or otherwise submitted to Bank shall be deemed to be other advance payments or other prepaid amounts thereunder, (ix) the classification thereof as a representation lease or as a loan for income tax purposes on the books of Finance Company, (x) the original tax basis, and tax depreciation method elected by Borrower that (i) Finance Company in the case of any Financing Contract under which Finance Company is treated as the owner of the date Portfolio Property subject to or governed by such Financing Contract for federal income tax purposes and (xi) with respect to any Financing Contract which is reflected on the books and records of such Compliance StatementFinance Company as (A) an operating lease (for financial accounting purposes), Borrowing Base Statement Finance Company's original equipment cost (as used by Finance Company) and the accumulated depreciation therefore, or other (B) a finance lease (for financial statementaccounting purposes), the Net Receivable thereof. The information and calculations set forth therein are true, accurate and correct, (iion Schedule 3.6(d) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct and in accordance with the books and records of Finance Company. (e) Seller has furnished to Purchaser an accurate and complete copy of each registration statement, report and proxy statement filed by Finance Company with the SEC since December 31, 1993 (the "Finance Company SEC Documents"). Since December 31, 1993, Finance Company has filed all required forms, reports and documents required to be filed by it pursuant to the Securities Act and the Exchange Act and the rules and regulations thereunder. The Finance Company SEC Documents, including without limitation any financial statements or schedules included therein, when filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects as with the applicable requirements of the date Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. Other than as disclosed in filings by Finance Company with the SEC, the financial statements of such submission Finance Company (including the related notes thereto) included in the Finance Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as noted may be indicated in such Compliance Statementfinancial statements or in the notes thereto or, Borrowing Base Statement or other in the case of the unaudited financial statementstatements, as applicablepermitted by the requirements of Form 10-Q) and fairly present in accordance with such generally accepted accounting principles (subject, (v) as in the case of the date unaudited statements, to normal recurring audit adjustments) the consolidated financial position of such submission, Borrower Finance Company and each its consolidated subsidiaries as at the dates thereof and the consolidated results of its Subsidiaries has timely filed all required tax returns their operations and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to cash flows for the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankperiods then ended.

Financial Statements, Reports. Provide Bank with Borrower shall deliver or cause to be delivered to Lender each month, a detailed report showing the following progress of the Work, the number of reservation deposits for Units made, if any, and the number of sales contracts for Units entered into by submitting Borrower during the immediately preceding month, if any, and the status of all reservation deposits and sales contracts entered into prior thereto, if any. In addition to such progress reports and any other financial statements required to be delivered to Lender pursuant to the Financial Statement Repository or otherwise submitting provisions of any of the other Loan Documents, Borrower will from time to Banktime furnish to Lender such information and reports, financial and otherwise, concerning Borrower, the performance of the Work and the operation of the Project as Lender reasonably requires, including, without limitation, the following: (a) a Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) within thirty (30) Within ninety days after the end of each month;calendar year, compiled financial statements of the Property on a form acceptable to Lender, setting forth the information therein required as of December 31 of the immediately preceding year, containing income and expense statements and a balance sheet. The financial statements shall be prepared by Borrower in accordance with generally accepted accounting principles consistently applied and shall be certified by the chief financial officer of Borrower as fairly and accurately presenting the information contained therein. (b) within thirty (30) Within ninety days after the end of each monthcalendar year, (A) monthly accounts receivable agings financial statements and the federal and state income tax returns for Borrower’ Enterprise Accounts, aged by invoice datesuch financial statements to be on Lender's standard form or another form acceptable to Lender, (B) monthly accounts payable agings, aged by invoice datesetting forth the information therein required as of December 31 of the immediately preceding year, and outstanding or held check registers, if any, certified by Borrower as fairly and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger;accurately presenting the information contained therein. (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, and in any event within thirty (30) Within ninety days after the end of each fiscal quarter of Borrowercalendar year, a recurring revenue cohort report in detailed cash flow statements for the preceding calendar year, on a form reasonably acceptable to Bank; (f) within sixty (60) days after the end of each fiscal year of BorrowerLender, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including for all income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) producing properties listed on the financial statements from an independent of Borrower, certified public accounting firm reasonably acceptable to Bank, which includes any by the chief financial officer of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within ten (10) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of fairly and accurately presenting the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankinformation contained therein.

Financial Statements, Reports. Provide Bank with As applicable, the following by submitting Borrower shall furnish or cause to be furnished to Lender the Financial Statement Repository following: (i) on or otherwise submitting to Bank: (a) a Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank before July 30th of each year for the fiscal year most recently ended, the annual financial statements with respect to Borrower and Guarantor and the Property showing Borrower’s Accounts) within thirty (30) days after the end of each month; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated Guarantor’s balance sheet and income and expense statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (and the “Monthly Financial Statements”)annual rent roll, which Monthly Financial Statements shall include a other income, and the detailed cash report that shows month-end balances for all operating expenses of the BorrowerProperty, prepared by Guarantor’s and chief financial officer or its Subsidiaries’ Collateral Accounts; designee in accordance with generally accepted accounting principles consistently applied; (dii) within thirty forty-five (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, and in any event within thirty (3045) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report the balance sheet and income and expense statement for the fiscal quarter most recently ended with respect to Borrower and Guarantor and the Property in a form such detail as Lender may reasonably acceptable to Bank; require; (fiii) within sixty for 2013 and all subsequent years, as soon as available and not later than thirty (6030) days after the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) days of filingdue date thereof, copies of all periodic federal and State returns of: (1) Borrower if Borrower files its own tax returns or (2) the entity in whose tax returns Borrower is included for tax reporting purposes, in either case together with all supporting schedules; (iv) for 2014 and all subsequent years, as soon as available and not later than 30 days after the due date thereof, copies of all federal and State tax returns filed by Guarantor, together with all supporting schedules; (v) such other information as to Borrower, the Guarantor and the Property as Lender may reasonably require from time to time, all in such form and detail as Lender may require; and (vi) such financial and other reports, proxy statements information with respect to tenants and other materials filed by Borrower and/or prospective tenants of any Guarantor with the SEC, any Governmental Authority succeeding to any or all part of the functions of the SEC or with any national securities exchange, or distributed Property as Lender may reasonably require from time to its shareholders, time as the case may beavailable to Borrower and Guarantor. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, Borrower shall be deemed to have been delivered on satisfied the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) financial delivery requirements of the posting of any such documents; subsections (i) within ten (10) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement herein above if Guarantor’s annual report on Form 10-K or other financial statementquarterly reports on Form 10-Q, as applicable, (iii) as prepared in accordance with the rules of the date of such submissionSecurities and Exchange Commission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of been posted to E▇▇▇▇ within the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reportsforegoing time frames, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of notified Lender that such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankreport is available through E▇▇▇▇.

Financial Statements, Reports. Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank: (a) a Borrowing Base Statement Borrower shall deliver to Agent and Lenders (i) as soon as available and in any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) event within thirty (30) 30 days after the end of each fiscal month; , unaudited consolidated (band if available, consolidating) balance sheets, statements of income or operations and cash flow statements of Borrower and its Subsidiaries as of the end of such fiscal month and that portion of the fiscal year ending as of the close of such fiscal month, in a form acceptable to Agent and certified by Borrower’s president, chief executive officer or chief financial officer, (ii) as soon as available and in any event within thirty (30) 45 days after the end of each monthfiscal quarter, unaudited consolidated (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30consolidating) days after the last day balance sheets, statements of each month, a company prepared consolidated balance sheet income or operations and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all flow statements of the Borrower’s Borrower and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, Subsidiaries as of the end of such month, Borrower was in full compliance with all fiscal quarter and that portion of the terms and conditions fiscal year ending as of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end close of such month there were no held checks; fiscal quarter, in a form acceptable to Agent and certified by Borrower’s president, chief executive officer or chief financial officer and (eiii) as soon as available, available and in any event within thirty ninety (3090) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report in a form reasonably acceptable to Bank; (f) within sixty (60) days after the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial (and if available, consolidating) balance sheets, statements prepared under GAAP, consistently appliedof income or operations and cash flow statements of Borrower and its Subsidiaries as of the end of such fiscal year, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from report of an independent certified public accounting firm reasonably acceptable to BankAgent and Requisite Lenders, which includes any report shall contain an unqualified opinion stating that such audited financial statements fairly present in all material respects the financial position of Borrower and its Subsidiaries for the periods indicated therein in conformity with GAAP applied on a basis consistent with prior years without qualification as to the scope of the “Big Four” US accounting firms;audit or as to going concern and without any similar qualification. All such financial statements shall be prepared in accordance with GAAP (subject, in the case of unaudited financial statements, to the absence of footnotes and normal year end audit adjustments). (hb) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor Concurrently with the SEC, any Governmental Authority succeeding to any or all delivery of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included financial statements specified in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, howeverthis Section 6.3, Borrower shall promptly notify Bank deliver to Agent and Lenders a compliance certificate, signed by the chief financial officer of Borrower, in writing the form attached hereto as Exhibit B. (which may be by electronic mailc) of the posting of any such documents; Borrower shall deliver to Agent and Lenders (i) within ten (10) days of delivery, copies of all statements, reports and notices made available generally by any Loan Party to Borrower’s security the holders of its Stock or Stock Equivalents or to any holders of Subordinated Debt; (j) prompt report Indebtedness, all notices sent to any Loan Party by the holders of any legal actions pending or threatened in writing against Borrower such Subordinated Indebtedness, and all documents filed with the SEC or any securities exchange or Governmental Authority exercising a similar function, promptly (but in any event within three (3) days) after delivering or receiving such information to or from such Persons, (ii) an annual operating plan for Borrower, on a consolidated (and if available, consolidating) basis, for the current fiscal year within ten (10) days after such plan is approved by the Board of its Subsidiaries that could reasonably be expected to result Directors of Borrower (but in a judgment against Borrower any event not later than forty-five (45) days after the end of the immediately preceding fiscal year of Borrower), and (iii) such budgets, sales projections, or other business, financial, corporate affairs and other information as Agent or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, Lender may reasonably request from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted Notwithstanding anything herein to the Financial Statement Repository contrary, documents required to be delivered pursuant to this Section 6.2 6.3 may be delivered by (x) electronic mail in accordance with Section 10.2 or otherwise submitted to Bank (y) Borrower posting such documents, or providing a link thereto, on Borrower's website on the Internet at w▇▇.▇▇▇▇▇▇▇.▇▇▇, and such documents shall be deemed to be a representation by Borrower that delivered in the case of clause (iy) as of on the date on which Agent receives written notification of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, posting (ii) as of the end of the compliance period set forth which notification may be made by electronic mail in such submission, Borrower is in complete compliance accordance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank10.2).

Financial Statements, Reports. Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank: (a) As soon as available, and in any event within one hundred eighty (180) days after the close of Debtor’s fiscal year, Debtor shall furnish Lender with (i) company prepared unaudited financial statements of Debtor, setting forth the balance sheet and the statement of income and cash flow of Debtor for such year, in each case in comparative form to the figures for the previous fiscal year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance, and (ii) a Borrowing Base Statement (current rent roll and delinquency report of all Leases of the Debtor’s Homes, all in reasonable detail and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance. As soon as available, and in any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) event within thirty (30) days after the end of each month; when such were due to be filed (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day date of each month any extension period, if applicable), Debtor shall furnish Lender with a copy of all tax returns (including all schedules and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as statements) of the end of Debtor. Borrower shall also furnish to Lender such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the additional financial covenants set forth in this Agreement and such other information as Bank may be reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;requested by ▇▇▇▇▇▇ from time to time. (eb) as As soon as available, and in any event within thirty (30) days after the end of each fiscal quarter calendar quarter, Debtor shall furnish Lender the following: (i) company prepared unaudited financial statements of BorrowerDebtor, a recurring revenue cohort report in a form reasonably acceptable to Bank; (f) within sixty (60) days after setting forth the end balance sheet and the statement of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections Debtor for such fiscal year (on a quarterly basis)calendar quarter, in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject comparative form to the reporting requirements under figures for the Exchange Act within ten (10) days of filing, copies of previous calendar quarter all periodic in reasonable detail and other reports, proxy statements prepared in accordance with sound and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, consistently applied accounting principles and certified as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within ten (10) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance; and (ii) a rent roll of all Leases of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reportsDebtor’s Homes, and Borrower has timely paid such other information as Lender may reasonably require all foreigncertified as true and correct in all material respects by the manager of Borrower, federal, state all as acceptable to Lender in form and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Banksubstance.

Financial Statements, Reports. Provide Bank with Borrower shall deliver or cause to be delivered to Administrative Agent each month, a detailed report showing the progress of the Work. In addition to such progress reports and any other financial statements required to be delivered to Administrative Agent pursuant to the provisions of any of the other Loan Documents, Borrower will furnish the following by submitting to the Financial Statement Repository or otherwise submitting to BankAdministrative Agent: (a) a Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) within thirty (30) days after the end of each month; Construction Completion Date, within one hundred twenty (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, and in any event within thirty (30) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report in a form reasonably acceptable to Bank; (f) within sixty (60120) days after the end of each fiscal year (or more frequently upon receipt of Borrower, and contemporaneously with any updates or amendments theretowritten request from Administrative Agent), (Ai) annual operating budgets (including financial statements of Borrower on a form reasonably acceptable to Administrative Agent, containing income statements, and expense statements and a balance sheets and cash flow statements, by month) for the then current fiscal year of Borrowersheet, and (Bii) annual the personal financial projections for statement of each Guarantor on Administrative Agent’s standard form or another form reasonably acceptable to Administrative Agent that shall include a detailed real estate schedule, cash flow statement and a schedule of contingent liabilities, certified by the applicable Guarantor as fairly and accurately presenting the information contained therein. The financial statements shall be certified by Borrower as fairly and accurately presenting the information contained therein. (b) By February 15, 2018 and August 15, 2018, an executed Compliance Certificate from Borrower which shall be certified by Borrower as fairly and accurately presenting the information contained therein. (c) Starting with August 15, 2016, by February 15 and August 15 of each year, compliance certificates with respect to each Guarantor’s net worth and liquidity in such fiscal year form and content as may be reasonably required by Administrative Agent together with copies of statements demonstrating the unencumbered liquid assets of each Guarantor, all of which shall be certified by the particular Guarantor as fairly and accurately presenting the information contained therein. (on a quarterly basisd) Within thirty (30) days after the filing thereof (but not later than May 15 unless proper extension requests have been filed and copies of such extensions have been delivered to Administrative Agent by May 15, in which case this May 15 date shall automatically be changed to November 30), in copies of the federal and state income tax returns for each case as approved by the BoardObligor, together with any related business forecasts used in the preparation of such annual financial projections;all supporting schedules. (ge) as soon as availableAfter a certificate of occupancy has been issued for the Project, and in any event within one hundred eighty fifteen (18015) days following after the end of Borrower’s fiscal yeareach calendar quarter, audited consolidated (i) a rent roll covering all Leases which shall be certified by Borrower as fairly and accurately presenting the information contained herein, and (ii) a quarterly leasing report for the Project in a form acceptable to Administrative Agent and certified by Borrower as fairly and accurately presenting the information contained therein. (f) In addition to such the foregoing and any other financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered to Administrative Agent pursuant to the terms hereof (to provisions of any of the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, howeverother Loan Documents, Borrower shall promptly notify Bank in writing will, upon receipt (which may be by electronic mailon each occasion) of written request from Administrative Agent furnish to Administrative Agent such information and reports, financial and otherwise, concerning each Obligor, the posting performance of any such documents; (i) within ten (10) days the Work and the operation of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could the Project as Administrative Agent reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, requires from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.,

Financial Statements, Reports. Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank: (a) a Borrowing Base Statement (True and any schedules related thereto complete copies of the Financial Statements are set forth on Schedule 3.6(a). The Financial Statements were prepared from the books and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) within thirty (30) days after the end records of each month; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice dateSeller, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month sheets included in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for fairly present, in all material respects, the financial position, as it relates to the Purchased Assets and the Assumed Liabilities, of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, such Seller as of the end dates thereof, and the statements of income and cash flows of such monthSeller included in the Financial Statements fairly present, Borrower was in full compliance with all material respects, the results of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, and in any event within thirty (30) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report in a form reasonably acceptable to Bank; (f) within sixty (60) days after the end of each fiscal year of Borrower, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholdersflows, as the case may be. Documents required to be delivered pursuant , as they relate to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically Purchased Assets and if so deliveredAssumed Liabilities, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within ten (10) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, Seller for the information and calculations periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles applied on a basis consistent with the Accounting Principles, except as may be noted therein or as set forth on Schedule 3.6(a) and except that statutory financial statements are trueprepared in accordance with applicable statutory accounting principles. (b) Except in connection with debtor-in-possession financing, accurate no Seller has indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and correct, (iiwhether due or to become due) related to the Purchased Assets or Assumed Liabilities which are not reflected or adequately reserved against on the applicable balance sheet dated as of September 30, 2001 included in the end Financial Statements other than such indebtedness, obligations or liabilities as were incurred in the ordinary course of business consistent with past practices since September 30, 2001 and which either will be repaid or discharged prior to the Closing or reflected on the Closing Date Schedule of Assets Acquired and Liabilities Assumed. (c) Except as set forth on Schedule 3.6(c), all of the compliance period Portfolio Information and other data set forth in such submissionthe December Portfolio Tape with regard to the Purchased Financing Contracts and each Purchased Discounted Financing Agreement is true, Borrower is in correct, complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct accurate in all material respects as of December 31, 2001. All of the date Portfolio Information delivered to Purchaser prior to, at or after Closing shall be true, correct, complete and accurate in all material respects as of its date. (d) With respect to each Purchased Financing Contract, the Portfolio Information described in clause (xiv) of such submission except as noted in definition with respect to such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of Purchased Financing Contract that is set forth on the date December Portfolio Tape and the Closing Date Portfolio Tape is the Net Book Value of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to BankPurchased Financing Contract.

Financial Statements, Reports. Provide Bank with Borrower shall deliver or cause to be delivered to Lender each month, a detailed report showing the following progress of the Work, the number of reservation deposits for Units made, if any, and the number of sales contracts for Units entered into by submitting Borrower during the immediately preceding month, if any, and the status of all reservation deposits and sales contracts entered into prior thereto, if any. In addition to such progress reports and any other financial statements required to be delivered to Lender pursuant to the Financial Statement Repository or otherwise submitting provisions of any of the other Loan Documents, Borrower will from time to Banktime furnish to Lender such information and reports, financial and otherwise, concerning Borrower, Member and Heartland, the performance of the Work and the operation of the Project as Lender reasonably requires, including, without limitation, the following: (a) a Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) within thirty (30) Within ninety days after the end of each month;calendar year, compiled financial statements of the Project on a form acceptable to Lender, setting forth the information therein required as of December 31 of the immediately preceding year, containing income and expense statements and a balance sheet. The financial statements shall be prepared by an independent accounting firm in accordance with generally accepted accounting principles consistently applied and shall be certified by the chief financial officer of Borrower as fairly and accurately presenting the information contained therein. (b) within thirty (30) Within ninety days after the end of each monthcalendar year, (A) monthly accounts receivable agings financial statements and the federal and state income tax returns for Borrower’ Enterprise Accounts, aged by invoice dateMember and Heartland, (B) monthly accounts payable agingssuch financial statements to be on Lender's standard form or another form acceptable to Lender, aged by invoice datesetting forth the information therein required as of December 31 of the immediately preceding year, and outstanding or held check registers, if any, certified by such Person as fairly and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger;accurately presenting the information contained therein. (c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, and in any event within thirty (30) Within ninety days after the end of each fiscal quarter of Borrowercalendar year, a recurring revenue cohort report in detailed cash flow statements for the preceding calendar year, on a form reasonably acceptable to Bank; (f) within sixty (60) days after the end of each fiscal year of BorrowerLender, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including for all income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) producing properties listed on the financial statements from an independent of Borrower, Member and Heartland, certified public accounting firm reasonably acceptable to Bank, which includes any by the chief financial officer of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within ten (10) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholderssuch Person, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically fairly and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within ten (10) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, accurately presenting the information and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankcontained therein.

Financial Statements, Reports. Provide Bank with the following by submitting Etc. Deliver to the Financial Statement Repository or otherwise submitting to each Bank: (a) as soon as available but not later than forty-five (45) days after the close of each quarter of each Fiscal Year, the consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the close of such quarter, and the Borrower and its Subsidiaries' consolidated and consolidating statements, statements of income and retained earnings and changes in financial position or statement of cash flow of such quarter and that portion of the Fiscal Year ending with such quarter, all prepared in accordance with GAAP, consistently applied, certified by the chief financial officer of the Borrower as being complete and correct and fairly presenting the Borrower's financial condition and results of operations as of the end of such quarter and for that portion of the Fiscal Year ending with such quarter, accompanied by a Borrowing Base Statement statement from the chief financial officer of the Borrower stating that as of the end of such quarter no Default or Event of Default existed or, if such did exist, a statement describing such Default or Event of Default and the action the Borrower is taking or proposes to take with respect thereto; (b) as soon as available but not later than ninety (90) days after the close of each Fiscal Year, the Borrower and its Subsidiaries' Consolidated balance sheets as of the close of such year, and Consolidated statements, statements of income and retained earnings and changes in financial position or statement of cash flow for such year, prepared in accordance with GAAP, consistently applied, together with the notes thereon and the report of the Independent Public Accountant thereon, audited and reported on by an Independent Public Accountant. Such auditor's report shall state that the Consolidated statements present fairly the financial position of the Borrower and its Subsidiaries in accordance with GAAP, consistently applied, and shall be free from exceptions, reservations or qualifications as a result of which the auditor is unable to conclude that the financial statements fairly present or adequately disclose the financial condition of the Borrower and its Subsidiaries and shall not be limited because of restricted or limited access by such auditor to any schedules related thereto material portion of the Borrower's or any of its Subsidiaries' records and including shall be accompanied by a statement from such auditor that during the examination no Default or Event of Default came to their attention. Such report shall also be accompanied by a certificate from the chief financial officer of the Borrower stating that as of the end of such year no Default or Event of Default existed or, if such did exist, a statement describing such Default or Event of Default and the action the Borrower has taken or proposes to take with respect thereto; (c) promptly upon receipt thereof, any management letters provided to the Borrower by the Independent Public Accountant containing any reference to any inadequacy, defect, problem, qualification or other lack of satisfactory accounting controls utilized by the Borrower or any of its Subsidiaries; (d) promptly provide the Bank with copies of all 10-Q reports, 10-K reports, and other information reasonably requested by Bank submitted to the Securities and Exchange Commission and concurrently with respect any 10-Q reports or 10-K reports, Borrower's chief financial officer shall submit a certificate stating that the Borrower is in compliance with all terms and conditions of this Agreement, or if the Borrower is not in compliance, the nature of such noncompliance and the plan of the Borrower to Borrower’s Accountscure such noncompliance; (e) within thirty forty-five (3045) days after the end of each month; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger; (c) as soon as available, but no later than thirty (30) days after the last day of each monthcalendar quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations Compliance Certificate in the form of Exhibit "G" delivered for such month in each calendar quarter. The Agent shall promptly deliver a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all photocopy of the Borrower’s and its Subsidiaries’ Collateral Accounts; (d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with Certificate when received to all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) as soon as available, and in any event within thirty (30) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report in a form reasonably acceptable to Bank;Banks. (f) within sixty (60) days after such other statements or reports as the end of each fiscal year of Borrower, Agent or any Bank acting through the Agent may reasonably request in form and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections; (g) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, which includes any of the “Big Four” US accounting firms; (h) in the event that Borrower becomes subject detail satisfactory to the reporting requirements under the Exchange Act within ten (10) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within ten (10) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the aggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, a Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (iii) as of the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to BankAgent.