Common use of Financial Statements Clause in Contracts

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Deliver to the Administrative Agent Agent, who will deliver the same to each Lender, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than within 90 days after the end of each Fiscal Yearfiscal year of Holdings, a copy of the audited consolidated and unaudited Consolidating balance sheets sheet of Holdings and each of its Subsidiaries as at the end of such year fiscal year, and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP and, to the extent there are any Unrestricted Subsidiaries at such time, the Restricted Group Reconciliation Statement, audited and accompanied by the by (i) a report and opinion of any “Big Four” or other nationally recognized an independent certified public accounting firm accountant of nationally recognized standing reasonably acceptable to the Administrative Agent Agent, which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (other than any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, an upcoming maturity date under the Facilities that is scheduled to occur within one year from the time such report and opinion are delivered) or any qualification or exception as to the scope of such audit that would be material to Holdings and its Subsidiaries, taken as a whole, (except for an explanatory paragraph solely ii) to the extent filed with respect to or resulting solely from an upcoming scheduled maturity date the SEC, a copy of the Loans or other series attestation report filed with the SEC of Indebtedness permitted under such independent certified public accountant of nationally recognized standing as to Holdings’ internal controls pursuant to Section 7.05(g), in each case, occurring within one year from the time such report is delivered); 404 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and (iii) customary management discussion and analysis; (b) as soon as available, but not later than 45 within 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of Holdings, a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each its Subsidiaries as at the end of its Subsidiariessuch fiscal quarter, and the related consolidated and Consolidating statements of incomeincome or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of Holdings’ fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting the consolidated financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP and, to the extent there are any Unrestricted Subsidiaries at such time, the Restricted Group Reconciliation Statement, subject only to normal year-end audit adjustments and the absence of footnotes; and (c) no later than 90 days after the end of each fiscal year of Holdings, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of such Fiscal Quarter and for such following fiscal year and setting forth the portion assumptions used for purposes of the Fiscal Year then ended, each of which shall fairly present, preparing such budget) in all material respects, in accordance form that is either (i) consistent with GAAP, the financial position and the results of operations past practice of Holdings and its Subsidiariesor (ii) reasonably satisfactory to the Administrative Agent and, subject promptly when available, any material revisions to normal year-end adjustments and absence of footnote disclosuressuch budget.

Financial Statements. Each Loan Party The Credit Parties shall maintain, and shall cause each of its Subsidiaries to maintain, at all times maintain a system of accounting established capable of producing its individual and administered in accordance with sound business practices to permit the preparation of consolidated financial statements in conformity compliance with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and disclosure, are subject to normal year-end adjustmentsadjustments and need not be consolidated). The Parent Borrower , and shall deliver furnish to Lender or its authorized representatives such information regarding the Administrative Agent business affairs, operations and each financial condition of the Credit Parties as Lender by Electronic Transmission and in detail reasonably satisfactory may from time to the Administrative Agent and the Required Lenderstime request or require, including, but not limited to: (a) If the Revolving Loan Maturity Date is extended beyond the original term, as soon as available, but not later than 90 and in any event, within ninety (90) days after the end close of each Fiscal Yearfiscal year, a copy of the annual audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating financial statements of Borrower, including balance sheet, statement of income or operationsand retained earnings, shareholders’ equity and statement of cash flows for such Fiscal Yearthe fiscal year then ended, setting forth in each case in comparative form the figures for the previous Fiscal Yearreasonable detail, prepared and accompanied reviewed by the report of any “Big Four” or other nationally recognized an independent certified public accounting firm accountant reasonably acceptable to the Administrative Agent which report shall contain Lender, containing an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andaccountant; (b) as soon as available, but not later than 45 and in any event, within thirty (30) days after the end close of each of the first three Fiscal Quarters of each Fiscal Yearfiscal quarter, a copy of the quarterly unaudited consolidated financial statements of Borrower, including balance sheet, statement of income and Consolidating balance sheets retained earnings, statement of Holdings cash flows for the fiscal year then ended, in reasonable detail, prepared and each certified as accurate in all material respects by the President, Chief Executive Officer or Chief Financial Officer of its SubsidiariesBorrower; and (c) as soon as available, and the related consolidated and Consolidating statements of incomein any event, shareholders’ equity and cash flows as of within ten (10) days following the end of such Fiscal Quarter and each calendar month, a consolidated cash flow report of the Borrower for the portion of the Fiscal Year month then ended, each in reasonable detail, prepared and certified as accurate in all material respects by the President, Chief Executive Officer or Chief Financial Officer of which Borrower. No change with respect to such accounting principles shall fairly present, be made by the Credit Parties without giving prior notification to Lender. The Credit Parties represent and warrant to Lender that the financial statements delivered to Lender at or prior to the execution and delivery of this Agreement and to be delivered at all times thereafter accurately reflect and will accurately reflect the financial condition of the Credit Parties in all material respects. Lender shall have the right at all times (and on reasonable notice so long as there then does not exist any Event of Default) during business hours to inspect the books and records of the Credit Parties and make extracts therefrom. Borrower agrees to advise Lender immediately, in accordance with GAAPwriting, of the financial position and occurrence of any Material Adverse Effect, or the results occurrence of operations of Holdings and its Subsidiariesany event, subject circumstance or other happening that could be reasonably expected to normal year-end adjustments and absence of footnote disclosureslead to or become a Material Adverse Effect.

Financial Statements. Each Loan Party shall maintain(a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) The audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2014, and shall cause each the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to maintaineach Lender, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements (i) were prepared in conformity with GAAP and (provided that monthly ii) fairly present in all material respects, the consolidated financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy condition of the audited consolidated Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year date indicated and the related consolidated and Consolidating statements results of income or operations, shareholders’ equity their operations and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures flow for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods period indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit applied on a basis consistent with prior years (except for an explanatory paragraph solely changes with respect which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to or resulting solely from an upcoming scheduled maturity date the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Loans Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other series of Indebtedness permitted under Section 7.05(g), than operating leases) or unusual forward or long-term commitment that is not reflected in each case, occurring within one year from the time such report is delivered); and financial statements referred to in clause (b) as soon as available, but above and not later than 45 days after otherwise permitted by this Agreement. (d) The Projections have been prepared by the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each Borrower taking into consideration past operations of its Subsidiariesbusiness, and reflect projections for the related consolidated period beginning approximately January 1, 2015 and Consolidating statements ending approximately December 31, 2019 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of incomewhich the Borrower believes, shareholders’ equity and cash flows as of the end Closing Date, to be reasonable in light of such Fiscal Quarter current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresperiods set forth therein.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Restricted Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly unaudited interim financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 one-hundred and twenty (120) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall (i) contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and shall (ii) not be subject to include any “going concern” or like qualification or exception or any qualification or exception explanatory paragraph expressing substantial doubt as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andgoing concern status; (b) as soon as available, but not later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Yearyear, a copy of the unaudited consolidated and Consolidating consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified by an appropriate Responsible Officer of which shall the Borrower as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party Tenant shall maintain, and shall cause each of its Subsidiaries furnish the following statements to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLandlord: (a) as soon as availablepublicly available or, but not later than 90 in the event the same shall no longer be required to be made public, within forty-five (45) days after each of the first three Fiscal Quarters of any Fiscal Year, the most recent Consolidated Financials; (b) as soon as publicly available or, in the event the same shall no longer be required to be made public, within ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows most recent Consolidated Financials for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied certified by the report of any “Big Four” or other nationally recognized an independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andaccountant; (bc) as soon as available, but not later than 45 within thirty (30) days after the end of each Accounting Period, an unaudited operating statement prepared on a Hotel by Hotel basis, including occupancy percentages and average rate; and (d) promptly after the sending or filing thereof, copies of all reports which Tenant or the Guarantor sends to its security holders generally, and copies of all periodic reports which Tenant or the Guarantor files with the SEC or any stock exchange on which its shares are listed or traded. In addition, Tenant shall provide Landlord with information relating to Tenant and its operation of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating Leased Property that (a) may be required in order for Landlord to prepare financial statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position GAAP or to comply with applicable securities laws and regulations and the results SEC's interpretation thereof and (b) is of operations of Holdings the type that the Guarantor and its SubsidiariesAffiliated Persons customarily prepare for other hotel owners; provided, subject however, that (i) Tenant reserves the right, in good faith, to normal year-end adjustments challenge and absence require Landlord to use commercially reasonable efforts to challenge any assertion by the SEC, any other applicable regulatory authority, or Landlord's independent public accountants that applicable law, regulations or GAAP require the provision or publication of footnote disclosuresProprietary Information, (ii) Landlord shall not, without Tenant's consent (which consent shall not be unreasonably withheld, delayed or conditioned), acquiesce to any such challenged assertion until Landlord has exhausted all reasonable available avenues of administrative review, and (iii) Landlord shall consult with Tenant in pursuing any such challenge and will allow Tenant to participate therein if and to the extent that Tenant so elects. Landlord acknowledges that the foregoing does not constitute an agreement by Tenant either to join in any Landlord filing with or appearance before the SEC or any other regulatory authority or to take or consent to any other action which would cause Tenant to be liable to any third party for any statement or information other than those statements incorporated by reference pursuant to clause (a) above. Subject to any Hotel Mortgagee entering into such confidentiality agreement with Tenant as Tenant may reasonably require, Landlord may at any time, and from time to time, provide any Hotel Mortgagee with copies of any of the foregoing statements. In addition, Landlord shall have the right, from time to time at Landlord's sole cost and expense, upon reasonable Notice, during Tenant's customary business hours, to cause Tenant's books and records with respect to the Leased Property to be audited by auditors selected by Landlord at the place where such books and records are customarily kept, provided that, prior to conducting such audit, Landlord shall enter into a confidentiality agreement with Tenant, such agreement to be in form and substance reasonably satisfactory to Landlord, Tenant and the Guarantor.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver furnish to the Administrative Agent and (for distribution to each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:Bank): (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “reported on without a "going concern” " or like qualification or exception exception, or any qualification or exception as to arising out of the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans audit, by PricewaterhouseCoopers LLP or other series independent certified public accountants of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)nationally recognized standing; and (b) as soon as available, but in any event within 10 days after delivery of the financial statements described in paragraph (a) above, the corresponding consolidating balance sheet as at the end of such year and the related consolidating statements of income and retained earnings and of cash flows for such year, all showing separately the principal lines of business conducted by separate Subsidiaries or groups of Subsidiaries to the extent requested by the Administrative Agent, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its consolidated Subsidiaries, taken as a whole; (c) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Yearfiscal year of the Borrower, a copy of the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of at the end of such Fiscal Quarter quarter and the related unaudited consolidated statements of income and retained earnings and of cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the Fiscal Year then endedfiscal year through the end of such quarter, setting forth in each of which shall case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly present, stated in all material respects, respects when considered in accordance with GAAP, relation to the consolidated financial position and statements of the results of operations of Holdings Borrower and its Subsidiaries, consolidated Subsidiaries (subject to normal year-end adjustments audit adjustments); and (d) as soon as available, but in any event within 10 days after delivery of the financial statements described in paragraph (c) above, the corresponding consolidating balance sheet as at the end of such quarter and absence the related consolidating statements of footnote disclosuresincome and retained earnings and of cash flows for the portion of the fiscal year through such date, all showing separately the entities described in paragraph (b) above, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower for such quarter taken as a whole; all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). Any delivery required to be made pursuant to subsections 5.1(a), (b), (c) or (d) shall be deemed to have been made on the date on which the Borrower posts such delivery on the Internet at the website of the Borrower or when such delivery is posted on the SEC's website on the Internet at www.sec.gov; PROVIDED that the Borrower shall have given notice ▇▇ ▇▇▇ ▇▇▇h posting to the Banks, which notice shall include a link to the applicable website to which such posting was made; PROVIDED, FURTHER, that the Borrower shall deliver paper copies of any delivery referred to in subsections 5.1(a), (b), (c) or (d) to any Bank that requests the Borrower to deliver such paper copies until notice to cease delivering such paper copies is given by such Bank.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly and quarterly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersTransmission: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets sheet of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to Agent or any other independent public accounting firm (if not a “Big Four” or other nationally-recognized independent public accounting firm) acceptable to Agent in its sole discretion (it being agreed that, as of the Administrative Agent Closing Date, BDO ▇▇▇▇▇▇▇, LLP is acceptable to Agent) which report shall (i) contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such year to year inconsistencies as may arise due to a change in GAAP permitted hereunder) and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status; provided that it shall not be a violation of this clause (a) if the audit and opinion accompanying the financial statements for any Fiscal Year ending on or after December 31, 2015 is subject to any a “going concern” or like qualification or exception or any qualification or exception solely as a result of the respective Maturity Date being scheduled to occur within twelve months from the scope date of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gand opinion), in each case, occurring within one year from the time such report is delivered); and; (b) as soon as available, but not later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of Quarter in each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and (c) as soon as available, but not later than thirty (30) days after the end of each fiscal month (other than the last fiscal month of which shall any Fiscal Quarter), a copy of the unaudited consolidated balance sheet of Holdings and its Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries Guarantor (as to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower itself only) shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than 90 within 120 days after the end of each Fiscal Yearcalendar year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely x) with respect to or resulting solely from Principal Guarantors, an upcoming scheduled maturity date unaudited balance sheet and (y) with respect to Entity Guarantor, an audited balance sheet (provided, that, if the financials of the Loans or other series of Indebtedness permitted under Section 7.05(gEntity Guarantor are publicly available, such balance sheet may be unaudited), in each case, occurring within one of such Guarantor as of the end of such calendar year from substantially similar (in form and content) to the time balance sheet delivered to Agent in connection with the origination of the Loan, determined (x) with respect to Principal Guarantors, on an income tax basis and (y) with respect to Entity Guarantor, in accordance with generally accepted accounting principles, (A) setting forth in reasonable detail (provided that setting forth such report is delivered); andGuarantor’s Net Worth in the level of detail reflected in such Guarantor financial statements delivered in connection with the closing of the Loan shall be reasonable) such Guarantor’s Net Worth and Liquid Assets as of the end of such prior calendar year and based on such balance sheet, and (B) certifying (or accompanied by a certificate signed by a representative of Guarantor certifying) that such annual financial statements are true, correct, accurate and complete in all material respects and fairly present, as of the date of such financial statements, the financial condition and results of the operations of such Guarantor determined (x) with respect to Principal Guarantors, on an income tax basis and (y) with respect to Entity Guarantor, in accordance with generally accepted accounting principles; (b) as soon as available, but not later than 45 within 40 days after the end of each calendar quarter, (x) with respect to Principal Guarantors, an unaudited balance sheet and (y) with respect to Entity Guarantor, an audited balance sheet (provided, that, if the financials of the first three Fiscal Quarters Entity Guarantor are publicly available, such balance sheet may be unaudited), in each case, of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows such Guarantor as of the end of such Fiscal Quarter quarter substantially similar (in form and for content) to the portion balance sheet delivered to Agent in connection with the origination of the Fiscal Year then endedLoan, each of which shall fairly presentdetermined (x) with respect to Principal Guarantors, in all material respectson an income tax basis and (y) with respect to Entity Guarantor, in accordance with GAAPgenerally accepted accounting principles, (A) setting forth in reasonable detail any material changes from the last annual financial statement delivered to Agent by such Guarantor and setting forth in reasonable detail (provided that setting forth such Guarantor’s Net Worth in the level of detail reflected in such Guarantor’s financial statements delivered in connection with the closing of the Loan shall be reasonable) such Guarantor’s Net Worth and Liquid Assets as of the end of such prior calendar quarter and based on the foregoing quarterly financial statements, and (B) certifying (or accompanied by a certificate signed by a representative of Guarantor certifying) that such quarterly financial statements are true, correct, accurate and complete in all material respects and fairly present, as of the date of such financial statements, the financial position condition and the results of the operations of Holdings such Guarantor (x) with respect to Principal Guarantors, on an income tax basis and its Subsidiaries(y) with respect to Entity Guarantor, subject in accordance with generally accepted accounting principles; (c) within 30 days after the date filed, a complete copy of such Guarantor’s tax return certified by such Guarantor; and (d) within 20 days after request by Agent, such other financial information with respect to normal year-end adjustments and absence of footnote disclosuressuch Guarantor as Agent may reasonably request.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of The financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures of the Borrower and are subject to normal year-end adjustments). The Parent Borrower shall deliver of the Guarantor delivered to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory on or prior to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements Closing Date fairly present fairly in all material respects on a consolidated basis the assets, liabilities and financial position of the Borrower and the Guarantor as at the dates of such financial statements, and the results of the operations and changes of financial position for the periods indicated then ended (other than customary year-end adjustments for unaudited financial statements). For the avoidance of doubt, the financial statements described in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope preceding sentence (the receipt of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date which is hereby acknowledged by the Administrative Agent) consist of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end copies of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated Borrower’s and Consolidating Guarantor’s balance sheets for the fiscal years of Holdings Borrower and each of its SubsidiariesGuarantor ended December 31, 2019 and December 31, 2020 and the related consolidated and Consolidating statements of income, cash flows, and shareholders’ equity for Borrower and cash flows as Guarantor for such fiscal years, with the opinion thereon of the end of Borrower’s and Guarantor’s independent accountants. All such Fiscal Quarter financial statements are complete and for the portion of the Fiscal Year then ended, each of which shall correct and fairly present, in all material respects, in accordance with GAAP, the financial position condition of the Borrower and the Guarantor and the results of their respective operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis. Since the date of Holdings the most recent financial statements referenced above for each of the Borrower and its Subsidiariesthe Guarantor, subject there has been no Material Adverse Change in the consolidated business, operations or financial condition of the Borrower or the Guarantor from that set forth in such financial statements nor is the Borrower or the Guarantor aware of any state of facts which (with notice or the lapse of time) would or could result in any such Material Adverse Change. The Borrower and the Guarantor each have, on the date of the statements delivered pursuant to normal yearthis clause (h) no material liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or material liabilities for taxes, long-end adjustments term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and absence related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of footnote disclosuresthe Borrower or the Guarantor except as heretofore disclosed to the Administrative Agent in writing.

Financial Statements. Each If Borrower is a private company, it shall deliver to Agent and Lenders (a) unaudited consolidated and, if available, consolidating balance sheets, statements of operations and cash flow statements within 45 days of each month end, in a form acceptable to Agent and certified by Borrower’s chief executive officer or chief financial officer, (b) an updated capitalization table of Borrower in the form that Borrower uses with its existing investors within (i) 5 Business Days after the date of each funding of a Term Loan Party hereunder and (ii) 45 days after each quarter end and (c) beginning with the fiscal year ending December 31, 2008, its complete annual audited consolidated and, if available, consolidating financial statements prepared under GAAP and certified by an independent certified public accountant selected by Borrower and satisfactory to Agent (it being understood that any “Big Four” accounting firm shall maintainbe acceptable to Agent) within 120 days of the fiscal year end or, if sooner, at such time as Borrower’s Board of Directors receives the certified audit; provided, however, that Borrower shall deliver the certified audits for the fiscal years ending December 31, 2006 and December 31, 2007 to Agent and Lenders on or prior to the earlier of (x) the date that is 5 days after the date on which Borrower receives the respective certified audit and (y) June 30, 2008. If Borrower is a publicly held company, it shall cause each provide to Agent and Lenders (A) quarterly unaudited consolidated and, if available, consolidating balance sheets, statements of its Subsidiaries to maintain, a system of accounting established operations and administered cash flow statements that have been reviewed in accordance with sound business practices to permit standards of the preparation Public Accounting Oversight Board (United States) by a recognized firm of certified public accounts, and (B) annual audited consolidated and, if available, consolidating balance sheets, statements of operations and cash flows certified by a recognized firm of certified public accountants. The financial statements described in conformity with GAAP the foregoing clauses (A) and (B) shall be delivered within 5 Business Days after the statements are provided that monthly financial statements shall not be required to have footnote disclosures Borrower in reviewed/certified form by such public accountants, and are subject to normal year-end adjustments). The Parent if Agent requests, Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission Lenders monthly unaudited and in detail reasonably satisfactory to the Administrative Agent unreviewed consolidated balance sheets, statements of operations and the Required Lenders: (a) as soon as available, but not later than 90 cash flow statements within 30 days after the end of each Fiscal Yearmonth. All such statements are to be materially prepared using GAAP (subject, in the case of unaudited financial statements, to the absence of footnotes and normal year-end and audit adjustments) and, if Borrower is a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating publicly held company, are to be materially in compliance with applicable SEC requirements. All financial statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and delivered pursuant to this Section 6.3 shall be accompanied by a compliance certificate, signed by the report chief financial officer of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g)Borrower, in each case, occurring within one year from the time such report is delivered); and form attached hereto as Exhibit D. Borrower shall deliver to Agent and Lenders (bi) as soon as available, but available and in any event not later than 45 30 days after the end of each fiscal year of Borrower, an annual operating plan for Borrower, on a consolidated and, if available, consolidating basis, approved by the Board of Directors of Borrower, for the current fiscal year, in form and substance satisfactory to Agent and (ii) such budgets, sales projections, or other financial information as Agent or any Lender may reasonably request from time to time generally prepared by Borrower in the Ordinary Course of Business. Lenders and Agent hereby acknowledge that until all of the first three Fiscal Quarters information contained in the financial statements provided by Borrower pursuant to this section is fully disclosed in Borrower’s public filings with the SEC, such information will remain both material and non-public; for the avoidance of each Fiscal Yeardoubt, a copy forward-looking statements, including but not limited to the annual operating plan and sales projections that Borrower will provide to Lenders and Agent pursuant to this section, will be material and non-public information until Borrower has filed with the SEC financial statements reporting results for all of the unaudited consolidated time periods covered by such plans and Consolidating balance sheets projections. The Borrower hereby agrees that, notwithstanding any repayment of Holdings and the Term Loans or termination of this Agreement, so long as Borrower is a private company Borrower shall continue to deliver to each Lender the documents required under this Section 6.3 until each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as Warrants have either expired by their terms or been exercised. The provisions of the end immediately preceding sentence shall survive the termination of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresthis Agreement.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Borrowers will furnish to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not later than 90 and in any event within 120 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets financial statements of Holdings and each its Subsidiaries consisting of a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied prepared by the report independent public accountants of any “Big Four” nationally or regionally recognized standing (or other nationally recognized firm of independent certified public accounting firm accountants reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating Lender, it being agreed and acknowledged that such consolidated financial statements present fairly each of RSM US LLP and WithumSmith+Brown, P.C. is acceptable to the Lender) in all material respects the financial position accordance with generally accepted auditing standards (and, except for the periods indicated in conformity with GAAP and Permitted Going Concern Qualification (if any), shall not be subject to any “going concern” or like qualification or qualification, exception or any qualification or exception explanatory paragraph), certified by a Financial Officer of the Company as to fairly presenting in all material respects the scope financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP consistently applied, together with a management discussion and analysis of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)financial statements; and (b) as soon as available, but not later than 45 in any event within 60 days after the end of each of calendar quarter, commencing with the first three Fiscal Quarters of each Fiscal Yearcalendar quarter ending September 30, 2021, a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each its Subsidiaries as at the end of its Subsidiariessuch calendar quarter, and the related consolidated and Consolidating statements of incomeincome or operations, shareholders’ equity and cash flows as of the end of for such Fiscal Quarter calendar quarter and for the portion of the Holdings’ Fiscal Year then ended, in each case setting forth in comparative form the year-to-date period of which shall the current Fiscal Year as compared to the corresponding portion of the previous Fiscal Year, certified by a Financial Officer of the Company as fairly present, presenting in all material respects, in accordance with GAAP, respects the financial position and the condition, results of operations operations, shareholders’ equity and cash flows of Holdings and its SubsidiariesSubsidiaries in accordance with GAAP consistently applied, subject only to normal year-end adjustments and the absence of footnote disclosuresfootnotes. (c) Notwithstanding anything in this Section 5.1 to the contrary, commencing after the Qualified SPAC Transaction Effective Date, (i) any financial statements required to be delivered pursuant to this Section 5.1 shall be financial statements of the Consolidated Group and (ii) the obligations in clauses (a) and (b) of this Section 5.1 may be satisfied with respect to financial information of the Consolidated Group by furnishing (A) the applicable financial statements of the Consolidated Group to the Lender or (B) the Form 10-K, 10-Q or 8-K, as applicable, of the Consolidated Group, filed with the SEC. Documents required to be delivered pursuant to Sections 5.1(a) and (b) and Section 5.2(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (x) Holdings or the Company provides a link thereto on Holdings’ or the Company’s website on the Internet, (y) such documents are posted on Holdings’ or the Company’s behalf on IntraLinks/IntraAgency or another website, if any, to which the Lender has access (whether a commercial, third-party website or whether sponsored by the Lender), or (z) such financial statements and/or other documents are posted on the SEC’s website on the Internet at ▇▇▇.▇▇▇.▇▇▇.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not later than 90 in any event within 120 days after the end of each Fiscal Yearfiscal year of Holdings or, if earlier, 15 days after the date required to be filed with the SEC, a copy of the audited consolidated and unaudited Consolidating Consolidated balance sheets sheet of Holdings and each of its Subsidiaries as at the end of such year fiscal year, and the related consolidated and Consolidating Consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by the a report and opinion of any “Big Four” or other a Registered Public Accounting Firm of nationally recognized independent certified public accounting firm standing reasonably acceptable to the Administrative Agent Required Lenders (the “Auditor”), which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects accordance with audit standards of the financial position for the periods indicated in conformity with GAAP Public Company Accounting Oversight Board and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception (except any “going concern” qualification or exception as a result of the maturity of the Facility within the next 12 months) or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely and shall include a certificate of the Auditor stating that in making the examination necessary with respect to or resulting solely from an upcoming scheduled maturity date such audit it has not become aware of the Loans any Default in respect of any term, covenant or other series provision in so far as they relate to accounting matters or, if any such Default shall exist, stating the nature and status of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andevent; (b) quarterly, for the first three fiscal quarters of each fiscal year, as soon as available, but not later than 45 in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the such fiscal quarter unaudited consolidated Consolidated and Consolidating consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter quarter and the related statements of income and cash flow for such quarter and for the portion of the Fiscal Year fiscal year then endedelapsed, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of on a Consolidated basis for Holdings and its Subsidiaries, setting forth in comparative form corresponding figures for the preceding fiscal year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial condition, results of operations, shareholders equity and cash flows for such quarter and period, subject to normal year-end adjustments and the absence of footnote disclosuresfootnotes; (c) monthly, as soon as available, but in any event within 30 days after the end of each fiscal month, unaudited Consolidated and consolidating balance sheets of Holdings as of the end of such month and the related statements of income and cash flow for such month and for the portion of the fiscal year then elapsed, on a Consolidated basis for Holdings and its Subsidiaries, setting forth in comparative form corresponding figures for the preceding fiscal year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial condition, results of operations and cash flows for such month and period, subject to normal year-end adjustments and the absence of footnotes; and (d) as soon as available but not later than 60 days after the end of each fiscal year, annual financial projections of Holdings and its Subsidiaries on a Consolidated basis, in form reasonably satisfactory to the Required Lenders, consisting of Consolidated balance sheets and statements of income or operations and cash flows. As to any information contained in materials furnished pursuant to Section 7.02(d), the Loan Parties shall not be separately required to furnish such information under clause (a), (b) or (c) above, but the foregoing shall not be in derogation of the obligation of the Loan Parties to furnish the information and materials described in subsections (a), (b) and (c) above at the times specified therein.

Financial Statements. Each Loan Party (1) Manager shall maintainmaintain or cause to be maintained accurate and complete financial accounts (including the appropriate ledgers and journals) and supporting documents (including invoices and receipts) for the Property showing assets, liabilities, income, operations, transactions and the financial position of the Property to enable the financial statements referred to in Section B(2) of this Article to be properly and efficiently prepared (including, without limitation, by maintaining proper computer programs and systems), and must keep "hard" copies of such financial accounts and supporting documents at its principal office, or otherwise ensure that such copies are readily available, for at least seven (7) years. Owner acknowledges that (unless Owner shall cause each have contributed to the cost of its Subsidiaries acquiring or developing such software) the computer software maintained by Manager for the purposes of this Section B belongs to maintain, a system of accounting established and administered Manager if the software is used by Manager or Related Persons in accordance connection with sound business practices to permit the preparation of financial statements in conformity with GAAP other shopping centers or assets. (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower 2) Manager shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: Owner, within thirty (a30) as soon as available, but not later than 90 days after the end of each Fiscal Yearfiscal quarter, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures except for the previous Fiscal Year, and accompanied by the report last quarter of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to Fiscal Year in which case the Administrative Agent which report applicable period shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit sixty (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b60) as soon as available, but not later than 45 days after the end of each of such Fiscal Year: (i) for the first three Fiscal Quarters of each periods ending March 31, June 30 and September 30 in the relevant Fiscal Year, a copy of unaudited financial statements for the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and Property for the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter respective periods and for the portion Fiscal Year to date; and (ii) for the period ending December 31, in the relevant Fiscal Year, unaudited financial statements for the Property for the respective period and for the Fiscal Year to date, in each case including, without limitation, a profit and loss statement, a balance sheet and reconciliations for the Owner's Account and any other account operated by Manager for the purposes of this Agreement. (3) The financial reports delivered pursuant to Section B(2) of this Article shall be accompanied by: (i) a revised projection for the balance of the Fiscal Year then endedcomparing the Property's position with the Annual Plan, each taking into account the actual Gross Income, Operating Expenses and capital expenses received from or incurred for the Property to the relevant date and of the estimated sums for the balance of the Fiscal Year of anticipated Operating Expenses, capital expenses, Gross Income and capital receipts, together with an explanation of material variances from the Annual Plan; (ii) a revised statement of anticipated events or activities affecting the Property which shall fairly presentare expected to take place; (iii) such other information, including, without limitation, such reports as may be required by any lender or mortgagee of Owner, as Owner may reasonably request in good faith concerning the Property; and (iv) for the period ending December 31, in each Fiscal Year only, an inventory of all material respectsequipment, in accordance with GAAPmachinery and other property owned by Owner showing their current depreciated values as at December 31, of the relevant Fiscal Year for tax purposes. (4) All financial position reports prepared pursuant to this Article shall be prepared on a basis of presentation as agreed upon by Owner and the results of operations of Holdings and its Subsidiaries, subject Manager from time to normal year-end adjustments and absence of footnote disclosurestime.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent (for delivery to each Lender other than the Initial Lenders) and each Initial Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 one hundred twenty (120) days after the end of each Fiscal YearYear (or, with respect to the Fiscal Year ending December 31, 2014, one hundred fifty (150) days), a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries (or, with respect to the Fiscal Year ending December 31, 2014, the Borrower and each of its Subsidiaries) as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent (it being understood that McGladrey LLP is reasonably acceptable to the Administrative Agent) which report shall (i) contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such year to year inconsistencies as may arise due to a change in GAAP permitted hereunder) and shall (ii) not be subject include any explanatory paragraph expressing substantial doubt as to going concern status other than any “going concern” concern or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of for the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report opinion is delivered); and; (b) as soon as available, but not later than 45 forty five (45) days (or with respect to the first three Fiscal Quarters after the Closing Date, sixty (60) days) after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Yearyear, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and each of its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; provided, that, such financial statements shall not be required to be in form and substance of any greater detail than the Borrower’s reporting practices prior to the date hereof; and (c) as soon as available, but not later than thirty (30) days (or with respect to the first three fiscal months after the Closing Date, forty-five (45) days) after the end of each fiscal month of each year, a copy of the unaudited consolidated balance sheets of Holdings and each of its Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presenting, in all material respects, the financial position and the results of operations of Holdings and each of its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; provided, that, such financial statements shall not be required to be in form and substance of any greater detail than the Borrower’s reporting practices prior to the date hereof and shall not be required to be prepared in accordance with GAAP.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Company shall deliver to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersBanks, with sufficient copies for each Bank: (a) as soon as available, but not later than 90 100 days after the end of each Fiscal Yearfiscal year, a copy of the audited consolidated balance sheet of the Company and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ ' equity and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied by the report unqualified opinion of any “Big Four” Price Waterhouse L.L.P. or other nationally another nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent ("Independent Auditor") which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and applied on a basis consistent with prior years. Such opinion shall not be subject to qualified or limited because of a restricted or limited examination by the Independent Auditor of any “going concern” or like qualification or exception material portion of the Company's or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andSubsidiary's records; (b) as soon as available, but not later than 45 55 days after the end of each of the first three Fiscal Quarters fiscal quarter of each Fiscal Yearfiscal year (commencing with the fiscal quarter ending June 30, 1996, a copy of the unaudited consolidated balance sheet of the Company and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter quarter and the related consolidated statements of income, shareholders' equity and cash flows for the portion period commencing on the first day and ending on the last day of the Fiscal Year then endedsuch quarter, each of which shall and certified by a Responsible Officer as fairly present, in all material respectspresenting, in accordance with GAAPGAAP (subject to ordinary, good faith year-end audit adjustments and the absence of footnotes), the financial position and the results of operations of Holdings the Company and its the Subsidiaries; and (c) for so long as Newflo is the Excluded Subsidiary, subject concurrently with the financial statements described in subsections 7.01(a) and (b), a statement in form and detail reasonably satisfactory to normal year-end adjustments the Agent and absence Required Banks showing the reconciliation of footnote disclosuresthe items included in Schedule 2 of the Compliance Certificate (calculated in accordance with the terms hereof without including the income, expenses, assets, liabilities or similar items of the Excluded Subsidiary) with the financial information in such financial statements.

Financial Statements. Each Loan Party shall maintain, and shall cause Furnish to each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersBank: (a) as soon as available, but in any event not later than 90 days after the end close of each Fiscal Yearfiscal year of the Borrower, a copy of the audited annual audit report for such year for the Borrower and its consolidated Subsidiaries, including therein the consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at the end of such year fiscal year, and the related consolidated and Consolidating statements statement of income or operationsincome, shareholders’ equity retained earnings and cash flows flow of the Borrower and its consolidated Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding fiscal year, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and accompanied with the prior year with such changes therein as shall be approved by the report of any “Big Four” or other nationally recognized Borrower's independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that accountants, such consolidated financial statements present fairly to be certified by independent certified public accountants selected by the Borrower from among the five largest accounting firms in all material respects the financial position for United States on the periods indicated in conformity with GAAP and shall not be subject date of this Agreement or their successors, or otherwise acceptable to any “the Agent, without a "going concern” " or like qualification or any exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date arising out of the Loans restricted or other series limited nature of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time examination made by such report is delivered)accountants; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Yearfiscal year of the Borrower, a copy of the unaudited consolidated financial statements of the Borrower and Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries, including therein (i) the consolidated balance sheet of the Borrower and the related its consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of at the end of such Fiscal Quarter fiscal quarter, (ii) the related consolidated statement of income, retained earnings and cash flow of the Borrower and its consolidated Subsidiaries, and (iii) the related consolidated statement of changes in financial position of the Borrower and its consolidated Subsidiaries all for the portion period from the beginning of such fiscal year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the like period of the Fiscal Year then endedpreceding fiscal year; all in reasonable detail, each of which shall fairly present, in all material respects, prepared in accordance with GAAP, GAAP applied on a basis consistently maintained throughout the financial position period involved and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosureswith prior periods.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments) (or the applicable foreign equivalent in the case of Foreign Subsidiaries). The Parent Borrower Borrowers shall deliver to the Administrative US Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent Agents and the Required Lenders: (a) as soon as available, but not later than 90 one hundred twenty (120) days after the end of each Fiscal Year, commencing with the Fiscal Year ending March 31, 2010, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating consolidating statements of income or operations, operations and consolidated statements of shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall (i) contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and shall (ii) not be subject to include any “going concern” or like qualification or exception or any qualification or exception explanatory paragraph expressing substantial doubt as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)going concern status; and (b) as soon as available, but not later than 45 (i) seventy-five (75) days after ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) forty-five (45) days after the end of each March thereafter and (iii) thirty (30) days after the end of each other fiscal month of each year, (including the first three Fiscal Quarters last fiscal month of each Fiscal Year) thereafter, a copy of the unaudited consolidated and Consolidating consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating consolidating statements of income, income and consolidated statements of shareholders’ equity and cash flows as of the end of such Fiscal Quarter fiscal month and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Borrowers by an appropriate Responsible Officer of Holdings as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to Agent, with sufficient copies for each Lender, the Administrative Agent and the Required Lendersfollowing documents: (a) as soon as available, but not later than 90 in any event within one hundred twenty (120) days after the end of each Fiscal Year, a copy of the audited consolidated and Consolidated and, if reasonably requested by the Agent, unaudited Consolidating balance sheets financial statements of Holdings the Borrower and each of its Consolidated Subsidiaries as at the end of such year Fiscal Year and the related consolidated audited Consolidated and if reasonably requested by the Agent, unaudited Consolidating statements of income or operationsincome, shareholders’ equity stockholders equity, and cash flows of the Borrower and its Consolidated Subsidiaries for such Fiscal YearYear or partial Fiscal Year and underlying assumptions, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied certified as being fairly stated in all material respects by the report of any “Big Four” or other an independent, nationally recognized independent certified public accounting firm reasonably acceptable satisfactory to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)Agent; and (b) as soon as available, but not later than 45 in any event within forty five (45) days after the end of each fiscal quarter of the first three Fiscal Quarters Credit Parties (except the last quarter of each Fiscal Year), a copy of Borrower prepared unaudited Consolidated and if reasonably requested by the unaudited consolidated and Agent, Consolidating balance sheets of Holdings the Borrower and each its Consolidated Subsidiaries as at the end of its Subsidiaries, such quarter and the related consolidated and Consolidating unaudited statements of income, shareholders’ stockholders equity and cash flows as of the end of such Fiscal Quarter Borrower and its Consolidated Subsidiaries for the portion of the Fiscal Year then endedthrough the end of such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, and certified by a Responsible Officer of which shall the Borrower as being fairly present, stated in all material respects, ; all such financial statements to fairly present in all material respects the financial condition and results of operations for such periods and shall be prepared in accordance with GAAPGAAP throughout the periods reflected therein and with prior periods (except as approved by a Responsible Officer and disclosed therein), provided however that the financial position statements delivered pursuant to clause (b) hereof will not be required to include footnotes and the results of operations of Holdings and its Subsidiaries, will be subject to normal change from audit and year-end adjustments and absence of footnote disclosuresadjustments.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (ai) as As soon as available, but not available and no later than 90 one hundred and twenty (120) days after the end of each Fiscal Year, a the Borrower shall deliver to the Administrative Agent one (1) copy of: (A) the consolidated and consolidating audited balance sheet of the audited consolidated and unaudited Consolidating balance sheets Borrower as of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, Year and accompanied by an opinion of the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion Independent Accountants stating that such balance sheet presents fairly the financial condition of the Person being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (B) audited consolidated and consolidating statement of income of the Borrower for such Fiscal Year; in each case setting forth in comparative form the figures for the previous Fiscal Year and accompanied by an opinion of the Independent Accountants stating that such financial statements present fairly in all material respects the financial position for condition of the periods indicated Person being reported upon and have been prepared in conformity accordance with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit consistently applied (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gchanges in application in which such accountants concur), in each case, occurring within one year from the time such report is delivered); and. (bii) as As soon as available, but not available and no later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of Quarter in each Fiscal Year, a the Borrower shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A) the internally prepared consolidated and consolidating balance sheet of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Borrower as of the end of such Fiscal Quarter Quarter, which balance sheet shall be prepared and for presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a certificate signed by the portion financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Fiscal Year then ended, each Borrower stating that such balance sheet presents fairly the financial condition of which shall fairly present, in all material respects, the Borrower and its Subsidiaries and has been prepared in accordance with GAAPGAAP (other than note disclosure) consistently applied; (B) the internally prepared consolidated and consolidating statement of income of the Borrower for such Fiscal Quarter, which statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a certificate signed by the financial position vice president, treasurer, chief financial officer, chief investment officer or controller of the Borrower stating that such financial statements present fairly the financial condition and the results of operations of Holdings the Borrower and its Subsidiaries and have been prepared in accordance with GAAP (other than note disclosure) consistently applied, and (C) an internally prepared statements of Tangible Net Worth and of Consolidated Debt to Tangible Net Worth of the Borrower for such Fiscal Quarter, which statements shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Borrower certifying the accuracy of such statements. (iii) As soon as available and no later than thirty (30) days after the end of each fiscal month in each Fiscal Year, the Borrower, shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A) the internally prepared consolidated and consolidating prepared balance sheet of the Borrower as of the end of such fiscal month, which balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Borrower stating that such balance sheet presents fairly the financial condition of the Borrower and its Subsidiaries and has been prepared in accordance with GAAP (other than note disclosure) consistently applied; (B) the internally prepared consolidated and consolidating prepared statement of income of the Borrower for such fiscal month, which statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Borrower stating that such financial statements present fairly the financial condition and results of operations of the Borrower and its Subsidiaries and have been prepared in accordance with GAAP (other than note disclosure) consistently applied; and (C) the internally prepared statements demonstrating compliance with each of the covenants set forth in Section 6.13, which statements shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Borrower certifying the truth and accuracy of such statements. (iv) For greater certainty, any consolidated and consolidating financial statements to be provided by the Borrower pursuant to this Section 5.1(g) shall include consolidating details of each of the Originating Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (ai) as As soon as available, but not available and no later than 90 one hundred and twenty (120) days after the end of each Fiscal Year, a the Borrower shall deliver to the Administrative Agent one (1) copy of: (A) the consolidated and consolidating audited balance sheet of each of the audited consolidated Borrower, each Approved Liquid Originating Subsidiary and unaudited Consolidating balance sheets the Company as of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, Year and accompanied by an opinion of the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion Independent Accountants stating that such balance sheet presents fairly the financial condition of the Person being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (B) audited consolidated and consolidating statement of income of each of the Borrower, each Approved Liquid Originating Subsidiary and the Company for such Fiscal Year; in each case setting forth in comparative form the figures for the previous Fiscal Year and accompanied by an opinion of the Independent Accountants stating that such financial statements present fairly in all material respects the financial position for condition of the periods indicated Person being reported upon and have been prepared in conformity accordance with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit consistently applied (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gchanges in application in which such accountants concur), in each case, occurring within one year from the time such report is delivered); and. (bii) as As soon as available, but not available and no later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of Quarter in each Fiscal Year, a the Borrower shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A) the internally prepared consolidated and consolidating balance sheet of each of the unaudited consolidated and Consolidating balance sheets of Holdings and Borrower, each of its Subsidiaries, Approved Liquid Originating Subsidiary and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Company as of the end of such Fiscal Quarter Quarter, which balance sheet shall be prepared and for presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a Financial Officer Certification; and (B) the portion internally prepared consolidated and consolidating statement of income of the Borrower for such Fiscal Year then endedQuarter, which statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a Financial Officer Certification. (iii) As soon as available and no later than thirty (30) days after the end of each fiscal month in each Fiscal Year, the Borrower, shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A) the internally prepared consolidated and consolidating prepared balance sheet of each of the Borrower, each Approved Liquid Originating Subsidiary and the Company as of the end of such fiscal month, which balance sheet shall fairly present, in all material respects, be prepared and presented in accordance with GAAPwith, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a Financial Officer Certification; and (B) the financial position internally prepared consolidated and consolidating prepared statement of income of each of the Borrower, each Approved Liquid Originating Subsidiary and the results of operations of Holdings Company for such fiscal month, which statements shall be prepared and its Subsidiariespresented in accordance with, subject to normal year-end adjustments and absence of footnote disclosuresprovide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a Financial Officer Certification.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than 90 105 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied by the a report and opinion of any “Big Four” or other a Registered Public Accounting Firm of nationally recognized independent certified public accounting firm standing reasonably acceptable to the Administrative Agent Required Lenders, which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andaudit; (b) as soon as available, but not later than 45 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Yearfiscal year, a copy of the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets its Subsidiaries as of Holdings and each the end of its Subsidiaries, such quarter and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of for the end period commencing on the first day and ending on the last day of such Fiscal Quarter quarter, and for the portion of the Fiscal Year then ended, each of which shall certified by a Responsible Officer as fairly present, in all material respectspresenting, in accordance with GAAPGAAP (except for the absence of footnotes and subject to ordinary, good faith year-end audit adjustments), the financial position and the results of operations of Holdings the Borrower and its Subsidiariesthe Subsidiaries as of the date thereof; (c) as soon as available, subject but not later than 105 days after the end of each Fiscal Year, a copy of the Annual Statement of each Material Insurance Subsidiary for such Fiscal Year prepared in accordance with SAP and accompanied by the certification of the chief financial officer or treasurer of such Material Insurance Subsidiary that such Annual Statement presents fairly in accordance with SAP the financial position of such Material Insurance Subsidiary for the period then ended; (d) as soon as possible, but no later than 60 days after the end of each of the first three Fiscal Quarters of each fiscal year, a copy of the quarterly Interim Statement of each Material Insurance Subsidiary for each such Fiscal Quarter, all prepared in accordance with SAP and accompanied by the certification of the chief financial officer or treasurer of such Insurance Subsidiary that all such quarterly statements present fairly in accordance with SAP the financial position of such Insurance Subsidiary for the period then ended; and (e) within 105 days after the close of each Fiscal Year, a copy of each Material Insurance Subsidiary’s “Statement of Actuarial Opinion” which is provided to normal year-end adjustments and absence the Department (or equivalent information should the Department no longer require such a statement) as to the adequacy of footnote disclosuresloss reserves of such Material Insurance Subsidiary, which opinion shall be in the format prescribed by the Insurance Code.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Company shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) promptly upon filing thereof with the SEC (including as soon as available, part of a Form 10-K) but not later than 90 days after the end of each Fiscal Year, a copy copies of the audited consolidated and the unaudited Consolidating consolidating balance sheets sheet of Holdings the Company and each of its Subsidiaries as at the end of such year and the related audited consolidated and Consolidating unaudited consolidating statements of income or operations, shareholders’ ' equity and cash flows for such Fiscal Yearyear, setting forth in each the case of the audited consolidated statements in comparative form the figures for the previous Fiscal Year, and accompanied by the report opinion of any “Big Four” PricewaterhouseCoopers LLP or other nationally another nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent ("Independent Auditor"), which report opinion shall contain an unqualified opinion stating state that such audited consolidated financial statements present fairly in all material respects the financial position and result of operations of the Company and its Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior years, except as stated therein. Such opinion shall be without a "going concern" or like qualification and shall not be subject to qualified or limited because of a restricted or limited examination by the Independent Auditor of any “going concern” or like qualification or exception material portion of the Company's or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andSubsidiary's records; (b) promptly upon filing thereof with the SEC (including as soon as available, part of a Form 10-Q) but not later than 45 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy copies of the condensed unaudited consolidated and Consolidating consolidating balance sheets sheet of Holdings the Company and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter quarter and the related condensed unaudited consolidated and consolidating statements of operations, shareholders' equity and cash flows for the period commencing on the first day and ending on the last day of such quarter and for the then elapsed portion of such Fiscal Year, setting forth in the case of the consolidated statements in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year then endedYear, each of which shall and certified by a Responsible Officer as fairly present, presenting in all material respects, in accordance with GAAPGAAP (subject to the absence of footnotes and year-end audit adjustments), the financial position and the results of operations of Holdings the Company and its the Subsidiaries; (c) as soon as available but not later than 75 days (or, in the case of the Annual Statement prepared on a combined basis, 90 days) after the close of each Fiscal Year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such Insurance Subsidiary on a stand-alone basis and on a combined basis for all Insurance Subsidiaries, subject the stand-alone Annual Statement to normal yearbe certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Authority, audited and certified by independent certified public accountants of recognized national standing (such audited Annual Statement to be delivered as soon as available but not later than June 15 of each Fiscal Year of such Insurance Subsidiary); (d) as soon as available but not later than 60 days (or, in the case of the Quarterly Statement prepared on a combined basis, 75 days) after the close of each of the first three Fiscal Quarters of each Fiscal Year of each Insurance Subsidiary, copies of the Quarterly Statement of such Insurance Subsidiary on a stand-end adjustments alone basis and absence on a combined basis for all Insurance Subsidiaries, the stand-alone Quarterly Statement to be certified by a Responsible Officer of footnote disclosuressuch Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied through the period reflected therein; (e) promptly following the delivery to or receipt by the Company or any of its Subsidiaries of any regular or periodic final Triennial Examination Reports, risk adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any Requirement of Law by, any Insurance Subsidiary, or any report with respect to any Insurance Subsidiary (including any summary report from the NAIC with respect to the performance of such Insurance Subsidiary as measured against the ratios and other financial measurements developed by the NAIC under its Insurance Regulatory Information System as in effect from time to time that could reasonably be expected to result in a Material Adverse Effect); (f) within 90 days after the close of each Fiscal Year of each Insurance Subsidiary, a copy of the "Statement of Actuarial Opinion" and "Management Discussion and Analysis" for each such Insurance Subsidiary that is provided to the applicable Department (or equivalent information should such Department no longer require such a statement) as to the adequacy of reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of Consolidated financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and (for prompt further distribution to each Lender Lender) by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal YearYear of the Borrower, a copy Consolidated balance sheet of the audited consolidated Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year, and the related consolidated and Consolidating Consolidated statements of income or operations, shareholdersstockholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by the a report and opinion of PricewaterhouseCoopers LLP or any “Big Four” or other nationally recognized independent certified registered public accounting firm reasonably acceptable of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or explanatory paragraph or any qualification or exception as to the Administrative Agent which report scope of such audit and shall contain an unqualified opinion stating be to the effect that such consolidated financial statements present fairly represent in all material respects the financial position condition and results of operations of the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year of the Borrower, a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Quarter, and the related (i) Consolidated statements of income or operations for such Fiscal Quarter and for the periods indicated portion of the Fiscal Year then ended and (ii) Consolidated statements of cash flows for the portion of the Fiscal Year then ended, setting forth in conformity each case in comparative form the figures and projections for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and (c) as soon as available, but not later than thirty (30) days after the end of the first two (2) fiscal months of each Fiscal Quarter of the Borrower, a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of each such fiscal month, and the related (i) Consolidated statements of income or operations for such fiscal month and for the portion of the Fiscal Year then ended and (ii) Consolidated statements of cash flows for the portion of the Fiscal Year then ended (it being understood that such monthly balance sheets, statements of income or operations and statements of cash flows shall be internal non-GAAP financial statements prepared by the Borrower in the ordinary course), setting forth in each case in comparative form the figures and projections for the corresponding fiscal month of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries. Notwithstanding the foregoing, the obligations in subsections (a) and (b) of this Section 4.1 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the Consolidated financial statements of Borrower, or (B) the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC (provided, that such documents shall be deemed furnished if made available on the internet via ▇▇▇▇▇, or any successor system of the SEC, or via the Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/), and to the extent such information is in lieu of information required to be provided under subsection 4.1(a), such materials are accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or explanatory paragraph or exception as to the scope of such audit (except for an explanatory paragraph solely with respect and shall be to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time effect that such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating financial statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, represent the financial position condition and the results of operations of Holdings the Borrower and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresSubsidiaries on a Consolidated basis in accordance with GAAP consistently applied.

Financial Statements. Each of the Loan Party Parties shall maintain, for itself and shall cause each of its Subsidiaries to maintainConsolidated Subsidiaries, on a consolidated basis, a system of accounting established and administered in accordance with sound business practices GAAP and deliver, or cause to permit the preparation of financial statements in conformity be delivered, to Administrative Agent, with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and sufficient copies for each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not no later than 90 fifteen (15) days after following the end date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of each Fiscal Year, a copy of such financial statements: (i) the audited consolidated balance sheet and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operationsincome, shareholders’ partners equity and cash flows of Parent as of the end of and for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied all (A) reported on by the report of any “Big Four” or other a nationally recognized independent certified public accounting firm reasonably acceptable (the “Independent Auditor”) (without a “going concern” or like qualification or exception and without any qualification or exception as to the Administrative Agent which report shall contain an unqualified opinion stating scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated condition, results of operations and cash flows of Parent and its Consolidated Subsidiaries on a consolidated basis in conformity accordance with GAAP consistently applied, and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception (B) certified by a Responsible Officer as to fairly presenting in all material respects, the scope financial condition, results of operations and cash flows of Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (ii) unaudited annual consolidating balance sheet and consolidating statement of income for Parent and its Consolidated Subsidiaries as of the end of such audit (except for an explanatory paragraph solely year, certified by a Responsible Officer as fairly presenting in all material respects, the financial condition, results of operations of Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)GAAP consistently applied; and (iii) the unaudited consolidated balance sheet and related statements of income, partners equity and cash flows of the Company as of the end of and for such year, setting forth in each case in comparative form the figures for the previous final year, and unaudited consolidating balance sheets and statements of income, all certified by a Responsible Officer as fairly presenting in all material respects, the financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes. (b) as soon as available, but not later than 45 fifteen (15) days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year, a copy fiscal year of Parent: (i) the unaudited consolidated balance sheet and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ partners equity and cash flows of Parent as of the end of such Fiscal Quarter and for such fiscal quarter and the then elapsed portion of the Fiscal Year then endedfiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of which shall (or, in the case of the balance sheet, as of the end of), the previous fiscal year, all certified by a Responsible Officer as fairly present, presenting in all material respects, the financial condition, results of operations and cash flows of Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to the absence of footnotes; and (ii) the unaudited consolidated balance sheet and related statements of income, partners equity and cash flows of the Company as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Responsible Officer as fairly presenting in all material respects, the financial position and the condition, results of operations and cash flows of Holdings the Company and its SubsidiariesConsolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of footnote disclosuresfootnotes.

Financial Statements. Each Loan Party Debtor shall maintain, and shall cause each of its Subsidiaries furnish to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersSecured Party: (a) as soon as available, but not later than Within 90 days after the end of each Fiscal Yearfiscal year, a copy of the audited consolidated financial statements of Debtor and unaudited Consolidating balance sheets of Holdings and each of its all Consolidated Subsidiaries as at of the end of such year year, fairly presenting their consolidated financial position, which statements shall consist of a balance sheet and the related consolidated and Consolidating statements of income or operationsincome, shareholders’ equity retained earnings, and cash flows for such Fiscal Yearflow covering the period of Debtor's immediately preceding fiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and which shall be audited by independent certified public accountants satisfactory to Secured Party and accompanied by the report of any “Big Four” or other nationally recognized independent an opinion by such certified public accounting firm reasonably acceptable to the Administrative Agent accountants (which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to qualified by reason of any “going concern” or like qualification or exception or any qualification or exception as limitation imposed by Debtor) to the scope of such audit (except for an explanatory paragraph solely effect that the financial statements have been prepared in accordance with respect to or resulting solely from an upcoming scheduled maturity date generally accepted accounting principles and that the examination of the Loans or accounts in connection with those financial statements has been made in accordance with generally accepted auditing standards and, accordingly, includes such tests of the accounting records and such other series of Indebtedness permitted under Section 7.05(g), audit procedures as were considered necessary in each case, occurring within one year from the time circumstances by such report is delivered); andcertified public accountants. (b) as soon as available, but not later than 45 Within thirty (30) days after the end of each of the first three Fiscal Quarters of each Fiscal Yearmonth, a copy of the unaudited consolidated and Consolidating balance sheets consolidating financial statements of Holdings Debtor and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Consolidated Subsidiary as of the end of such Fiscal Quarter month, fairly presenting Debtor's and for such Consolidated Subsidiary's financial position, which statements shall consist of a balance sheet and related statements of income, and retained earnings covering the portion period from the end of the Fiscal Year then endedimmediately preceding fiscal year to the end of such month, all in such detail as Secured Party may reasonably request and signed and certified to be correct by the president or chief financial officer of Debtor or other financial officer satisfactory to Secured Party. (c) Within thirty (30) days after the end of each month, a compliance certificate executed by the president or chief financial officer of Debtor or other financial officer satisfactory to Secured Party in the form of Exhibit A attached hereto and made a part hereof. (d) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which shall fairly presentDebtor or any Third Party sends to its shareholders, in and copies of any and all material respectsperiodic and special reports and registration statements which Debtor or any Third Party files with the Securities and Exchange Commission. (e) Such additional information, in accordance with GAAPincluding but not limited to current business plans by fiscal year end, as Secured Party may from time to time reasonably request regarding the financial position and the results business affairs of operations of Holdings and its SubsidiariesDebtor, subject to normal year-end adjustments and absence of footnote disclosuresor any Consolidated Subsidiary, or any Third Party.

Financial Statements. Each Loan Party shall maintainSeller represents and warrants that all financial and other information provided by Seller to WFBC in connection with Seller’s factoring application to WFBC or to induce WFBC to enter into this Agreement is true, complete and shall cause each of its Subsidiaries correct in all material respects. Seller agrees to maintain, a system of accounting established and administered in accordance with sound business practices furnish to permit the preparation of financial statements in conformity with GAAP WFBC (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (ai) as soon as available, but not later than 90 within 120 days after the end last day of each Fiscal Yearfiscal year of Seller a consolidated statement of income and a consolidated statement of cash flows of Seller for such fiscal year, and a copy consolidated balance sheet of Seller as of the audited consolidated and unaudited Consolidating balance sheets last day of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operationsfiscal year, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied together with an auditor’s report thereon by the report of any “Big Four” or other nationally recognized an independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain accountant (if Seller generally obtains such an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gauditor’s report), in each case, occurring (ii) within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end last day of each of the first three Fiscal Quarters of each Fiscal Yearquarter, a copy of the quarterly unaudited consolidated statements of income and Consolidating statement of cash flows of Seller for each quarter and unaudited consolidated balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Seller as of the end of each quarter. Seller represents and warrants that each such Fiscal Quarter statement of income and for the portion statement of the Fiscal Year then ended, each of which shall cash flows will fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations and cash flows of Holdings Seller for the period set forth therein, and that each such balance sheet will fairly present, in all material respects, the financial condition of Seller as of the date set forth therein, all in accordance with generally accepted accounting principles applied on a consistent basis, except as otherwise noted in the accompanying auditors’ report (or, with respect to unaudited financial statements, in the notes thereto). Seller also agrees to furnish to WFBC, upon request, such additional financial and business information concerning Seller and its Subsidiariesbusiness as WFBC may reasonably request, subject including copies of its Form 941 returns filed with the Internal Revenue Service and evidence of payment of related taxes. WFBC and its agents, representatives and accountants have the right, at all times during normal business hours and without prior notice to normal year-end adjustments Seller, to conduct an audit or other examination of the financial or business records of Seller and absence to examine and make copies of footnote all books and records of Seller for the purpose of assuring or verifying compliance by Seller with the terms of this Agreement, and Seller agrees to cooperate fully with WFBC and its agents, representatives, and accountants in connection therewith. Seller agrees to properly reflect the effect of this Agreement, and all sales related thereto, in all financial reports and disclosures, written or otherwise, provided to Seller’s creditors and other interested parties. Seller specifically agrees that all accounts purchased by WFBC will be excluded from Seller’s reported accounts receivable balances. Seller also specifically agrees to immediately notify WFBC of any material adverse change in Seller’s financial condition or business.

Financial Statements. (a) Each Loan Credit Party shall maintainshall, and shall cause each of its Subsidiaries to maintainSubsidiary to, maintain a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (IFRS or GAAP, as applicable; provided that monthly financial statements shall not be required to have footnote disclosures note disclosure and are subject to normal year-end adjustments). . (b) The Parent Borrower Company shall deliver to the Administrative Agent Holders in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersHolders: (ai) as soon as available, but not later than 90 one hundred twenty (120) days after the end of each Fiscal Year, commencing with the Fiscal Year ending June 29, 2019, a copy of the audited consolidated statement of financial position of the Company and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related audited consolidated and Consolidating statements of income or operationsoperations and comprehensive income, changes in shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal YearYear (if any), certified on behalf of the Company by an appropriate Responsible Officer as fairly presenting, in all material respects, in accordance with IFRS or GAAP, as applicable, the financial position and the results of operations of the Company and its Subsidiaries on a consolidated basis, accompanied by the report opinion of any “Big Four” or other a nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent Holders (MNP LLP being deemed acceptable) which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly fairly, in all material respects respects, the financial position as at and for the periods indicated in conformity accordance with GAAP and IFRS or GAAP, as applicable, applied on a basis consistent with prior years. Such opinion shall not be subject to any “going concern” qualified or like qualification limited because of a restricted or exception or any qualification or exception as to the scope of limited examination by such audit (except accountant, beyond an accountant’s standard limitation for an explanatory paragraph solely audit conducted in accordance with respect to IFRS or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g)GAAP, in each case, occurring within one year from the time such report is delivered); andas applicable; (bii) as soon as available, but not later than 45 sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, commencing with the Fiscal Quarter ending on or about September 30, 2019, a copy of the unaudited consolidated statement of financial position of the Company and Consolidating balance sheets its Subsidiaries as of Holdings and each the end of its Subsidiariessuch Fiscal Quarter, and the related unaudited consolidated and Consolidating statements of operations and comprehensive income, changes in shareholders’ equity and cash flows as of the end of for such Fiscal Quarter and for the portion of the Fiscal Year then ended, and setting forth in each case comparisons to the corresponding periods in the preceding Fiscal Year all certified on behalf of which shall the Company by an appropriate Responsible Officer as fairly presentpresenting, in all material respects, in accordance with IFRS or GAAP, as applicable, the financial position and the results of operations of Holdings the Company and its SubsidiariesSubsidiaries on a consolidated basis, subject to normal year-end adjustments and absence of footnote disclosuresdisclosure; and (iii) as soon as available, but not later than commencement of each Fiscal Year, the Company’s’ consolidated annual operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections (prepared on a month by month basis) covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, together with a statement of underlying assumptions, each for the following Fiscal Year presented on a monthly basis for such next Fiscal Year, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Holders, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of the Company. (c) Each Credit Party authorizes the Holders to discuss the financial condition of each Credit Party and each Subsidiary with such Credit Party’s independent certified public accountants and agrees that such discussion or communication shall be without liability to either the Holders or such accountants.

Financial Statements. Each Loan Party Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements required to be delivered hereunder in conformity with GAAP (provided that quarterly and monthly financial statements shall not be required to have footnote disclosures and are subject to normal month-end, quarter-end and year-end adjustments, as applicable). The Parent Borrower Borrowers shall deliver to the Administrative Term Agent and each Lender by Electronic Transmission the Term Lenders and in form and detail reasonably satisfactory to the Administrative Agent and the Required LendersTerm Agent: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal YearYear ((or within one hundred twenty (120) days for the Fiscal Year ending December 31, a copy 2024)), copies of the audited consolidated Consolidated balance sheet of MediaCo and unaudited Consolidating balance sheets of Holdings and its Consolidated Subsidiaries, in each of its Subsidiaries case, as at the end of such year and the related consolidated and Consolidating Consolidated statements of income or operations, shareholders’ equity and cash flows of each such Person and its Consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report reports and opinions of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent Term Agent, which report reports and opinions shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “certified without a going concern” concern or like qualification or exception or and without any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrowers’ independent certified public accountants), stating that such financial statements fairly present, in all material respects, the financial position and results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with respect to or resulting solely from an upcoming scheduled maturity date GAAP applied on a basis consistent with prior years; (b) beginning with the first full month of operations, as soon as available, but not later than thirty (30) days after the end of each Fiscal Month, copies of the Loans or other series unaudited Consolidated balance sheet of Indebtedness permitted under Section 7.05(g)MediaCo and its Consolidated Subsidiaries, in each case, occurring within one year from as at the time end of such report is delivered)month and the related Consolidated statement of income or operations of each such Person and its Consolidated Subsidiaries for such Fiscal Month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in all material respects, the financial position and the results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior months, subject to normal month-end adjustments and absence of footnote disclosures; and (bc) as soon as available, but not later than 45 forty-five (45) days (or within sixty (60) days after the end of each of the first three Fiscal Quarters ending June 30, 2024 and September 30, 2024) after the end of each Fiscal YearQuarter (commencing with the Fiscal Quarter ending March 31, a copy 2025), copies of the unaudited consolidated Consolidated balance sheet of MediaCo and Consolidating balance sheets of Holdings and each of its Consolidated Subsidiaries, in each case, as at the end of such quarter and the related consolidated and Consolidating Consolidated statements of incomeincome or operations, shareholders’ equity and cash flows as of the end of each such Person and its Consolidated Subsidiaries for such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall fairly presentthe Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in accordance with GAAPall material respects, the financial position and the results of operations of Holdings each such Person and its SubsidiariesConsolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior quarters, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries Furnish to maintain, a system of accounting established and administered INVESTORS in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenderswriting: (a) as soon as available, available but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later no event more than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Yearcalendar quarter, a copy of the unaudited consolidated and Consolidating balance sheets consolidating statement of Holdings income and each retained earnings of its SubsidiariesAIRNET for the quarter, and the related a consolidated and Consolidating statements consolidating balance sheet of income, shareholders’ equity and cash flows AIRNET as of the end of such Fiscal Quarter the quarter, and a consolidated and consolidating statement of cash flows for the portion quarter, all with supporting schedules, all on a consolidated and consolidating basis, including a detailed breakout of general and administrative expenses, and a schedule of long term debt and capital lease payments, and all in detail, format and scope consistent with the practices of AIRNET prior to the date of this Agreement, certified by the president or chief financial officer of AIRNET; (b) as soon as available but in no event more than 120 days after the end of each fiscal year of AIRNET, a consolidated and consolidating statement of income and retained earnings of AIRNET for such year, a consolidated and consolidating statement of cash flows of AIRNET for such year, and a consolidated and consolidating balance sheet of AIRNET as of the Fiscal Year then endedend of the year, each all with supporting schedules, all on a consolidated and consolidating basis, all in detail, format and scope consistent with the practices of which shall fairly presentAIRNET prior to the date of this Agreement, in all material respects, prepared in accordance with GAAPGAAP consistently applied and examined and audited by Deloitte & Touche, or another firm of independent certified public accountants reasonably satisfactory to INVESTORS, accompanied by the unqualified opinion of such independent certified public accountants with respect to the financial statements; (c) together with each report required by Subsection (a) and (b) above, a certificate of AIRNET'S president or chief financial officer that no Default or Event of Default then exists or if a Default or Event of Default exists, the nature and duration thereof and AIRNET's intention with respect thereto, and in addition, a statement from AIRNET's independent auditors, together with the audit report described in Subsection (b) above that, in the course of such audit, the auditors discovered no circumstances which they believe would result in a Default or an Event of Default or if they discovered any such circumstances, the nature and duration thereof; (d) as soon as available, but in no event more than 45 days after the end of each quarter, a Covenant Compliance Certificate in the form to be agreed upon among the parties at or before Closing; (e) as soon as available but in no event later than 30 days after filing, AIRNET's federal and state income tax returns for the preceding fiscal year; (f) promptly upon transmission thereof, copies of any financial position statements, proxy statements, reports and the results like which AIRNET sends to its shareholders and copies of operations all registration statements (with exhibits) and all regular, special or periodic reports which AIRNET files with the SEC (or any governmental body or agency succeeding to the functions of Holdings the United States Securities and its Subsidiaries, subject Exchange Commission) or with any national stock exchange on which AIRNET's securities are listed and copies of all press releases and other statements made available by AIRNET to normal year-end adjustments and absence the public concerning material developments in the business of footnote disclosuresAIRNET.

Financial Statements. Each Loan Party shall maintainKeep, and shall cause each of its Subsidiaries Subsidiaries, Ultimate Parent and Parent to maintainkeep, a system adequate records and books of accounting established and administered account with respect to its business activities in which proper entries are made in accordance with sound business customary accounting practices reflecting all its material financial transactions; and cause to permit be prepared and furnished to Agent (with Agent then promptly furnishing the preparation of financial statements same to the Lenders), the following, all to be prepared in conformity accordance with GAAP (provided that monthly financial statements shall not be required applied on a consistent basis, unless Neenah’s certified public accountants concur in any change therein and such change is disclosed to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lendersis consistent with GAAP: (ai) as soon as available, but not later than 90 days after the end close of each Fiscal Yearfiscal year of Neenah, unqualified (except for a copy qualification for a change in accounting principles with which the accountant concurs) audited financial statements of the audited consolidated Neenah and unaudited Consolidating balance sheets of Holdings and each of its Neenah’s Subsidiaries as at of the end of such year year, on a Consolidated and the related consolidated and Consolidating statements consolidating basis, certified by a firm of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably accountants of recognized standing selected by Neenah but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (ii) not later than 30 days after the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated end of each month hereafter, including the last month of each fiscal year of Neenah, unaudited interim financial statements present of Neenah and Neenah’s Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated and consolidating basis, certified by the chief financial officer of Neenah as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations of Neenah and Neenah’s Subsidiaries for such month and period subject only to changes from audit and year-end adjustments and except that such statements need not contain notes; (iii) together with each delivery of financial statements pursuant to clause (i) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods indicated of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in conformity with GAAP reasonable detail and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as certified by the chief financial officer of Neenah to the scope of effect that such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall information fairly present, presents in all material respects, in accordance with GAAP, respects the financial position and the results of operations operation of Holdings Neenah and Neenah’s Subsidiaries as of the dates and for the periods indicated; (iv) promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports and copies of any regular, periodic and special reports or registration statements which Ultimate Parent, Parent, any Borrower or any Subsidiary of such Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed pursuant to ERISA in connection with each Plan; (vi) not later than 120 days after the close of each fiscal year of Neenah, a written statement by Neenah’s independent public accountants stating whether, in connection with their audit examination, any Event of Default has come to their attention and, if such an Event of Default has come to their attention, specifying the nature and period of the existence thereof; provided, that if Neenah’s independent public accountants are unable to provide such written statement due to the existence of a rule, regulation or policy prohibiting such accountants from delivering such written statement, then the requirement to provide such written statement hereunder will not apply; and (vii) within a reasonably prompt time after request therefor, such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Ultimate Parent’s, Parent’s, any Borrower’s or any of its Subsidiaries’ financial position or results of operations. Concurrently with the delivery of the financial statements described in paragraph (i) and (ii) (but solely for the last month of each fiscal quarter of Borrowers) of this subsection 8.1.3, subject or more frequently if reasonably requested by Agent, Borrowers shall cause to normal year-end adjustments be prepared and absence furnished to Agent a Compliance Certificate in the form of footnote disclosuresExhibit 8.1.3 hereto executed by the Chief Financial Officer of Neenah (a “Compliance Certificate”) in such Person’s capacity as such.

Financial Statements. Each Loan Party Seller shall maintaindeliver to Buyer: (1) as soon as available and in any event within forty-five (45) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Guarantor, Seller and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Guarantor, Seller and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Guarantor and Seller, as applicable, which certificate shall cause each state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor or Seller and its Subsidiaries to maintainconsolidated Subsidiaries, a system of accounting established and administered as applicable, in accordance with sound business practices to permit GAAP, consistently applied, as at the preparation of financial statements in conformity with GAAP end of, and for, such period (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:; (a2) as soon as available, but not later than 90 available and in any event within ninety (90) days after the end of each Fiscal Yearfiscal year of Guarantor or Seller, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings Guarantor and each of its Seller and their respective consolidated Subsidiaries as at the end of such fiscal year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for Guarantor and Seller and their respective consolidated Subsidiaries for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report an opinion thereon of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable accountants of recognized national standing, which opinion shall not be qualified as to the Administrative Agent which report scope of audit or going concern and shall contain an unqualified opinion stating state that such said consolidated financial statements fairly present fairly in all material respects the consolidated financial position for the periods indicated in conformity with GAAP condition and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception results of operations of Guarantor and Seller and their respective consolidated Subsidiaries as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after at the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiariesof, and the related consolidated and Consolidating statements of incomefor, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default; and (3) from time to time such other information regarding the financial position condition, operations, or business of Seller as Buyer may reasonably request. Seller shall furnish to Buyer, at the ▇▇▇▇ ▇▇▇▇▇▇ furnishes each set of financial statements pursuant to paragraphs (a) and (b) above, a certificate of a Responsible Officer of Seller to the effect that, to the best of such Responsible Officer’s knowledge, Seller during such fiscal period or year has observed or performed in all material respects all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the results other Repurchase Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of operations any Default or Event of Holdings Default except as specified in such certificate (and, if any Default or Event of Default has occurred and its Subsidiariesis continuing, subject describing the same in reasonable detail and describing the action Seller has taken or proposes to normal year-end adjustments and absence of footnote disclosurestake with respect thereto).

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent and Agent, for distribution to each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not later than 90 in any event within 75 days after the end of each Fiscal Yearfiscal year of Borrower, a copy of the audited unaudited consolidating and consolidated balance sheet of Borrower and unaudited Consolidating balance sheets its Restricted Subsidiaries (excluding, for the avoidance of Holdings and each of its Subsidiaries doubt, the Excluded Subsidiaries) as at the end of such year and year, the related unaudited consolidating and consolidated statement of income and Consolidating unaudited consolidated statements of income or operations, shareholders’ equity and cash flows of Borrower and its Restricted Subsidiaries (excluding, for the avoidance of doubt, the Excluded Subsidiaries) for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied certified by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present a Responsible Officer as being fairly stated in all material respects and derived from the consolidated financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception statements as to the scope of such audit (except date and for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date such period of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)Borrower and its Subsidiaries; and (b) as soon as available, but not later than in any event within 45 days after the end of each fiscal quarter of Borrower (other than the first three Fiscal Quarters last fiscal quarter of each Fiscal Yearany fiscal year), commencing with the fiscal quarter ended September 30, 2008, a copy of the unaudited consolidating and consolidated balance sheet of Borrower and Consolidating balance sheets its Restricted Subsidiaries (excluding, for the avoidance of Holdings and each of its doubt, the Excluded Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows ) as of at the end of such Fiscal Quarter quarter, the related unaudited consolidating and consolidated statement of income and unaudited consolidated statement of cash flows of Borrower and its Restricted Subsidiaries (excluding, for the portion avoidance of doubt, the Fiscal Year then ended, each of which shall Excluded Subsidiaries) for such quarter certified by a Responsible Officer as being fairly present, stated in all material respects, in accordance with GAAP, respects and derived from the consolidated financial position statements as of such date and for such period of the results of operations of Holdings Borrower and its Subsidiaries, subject to normal year-end adjustments . All such financial statements shall be complete and absence correct in all material respects and shall be derived from the financial statements of footnote disclosuresthe Borrower and its Subsidiaries.

Financial Statements. Each Loan Party shall maintainThe Borrower shall, and shall cause each of its Subsidiaries to maintainSubsidiary to, at all times maintain a standard and modern system of accounting, on the accrual basis of accounting established and administered in all respects in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements GAAP, and shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver furnish to the Administrative Agent Bank or its authorized representatives such information regarding the business affairs, operations and each Lender by Electronic Transmission financial condition of the Borrower and in detail reasonably satisfactory to the Administrative Agent and the Required Lendersits Subsidiaries, including, but not limited to: (a) as soon as available, but not later than 90 and in any event, within ninety (90) days after the end close of each Fiscal Yearof its fiscal years, a copy of the annual audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating financial statements of the Borrower and its Subsidiaries, including balance sheet, statement of income or operationsand retained earnings, shareholders’ equity and statement of cash flows for the fiscal year then ended and such Fiscal Yearother information (including nonfinancial information) as the Bank may request, setting forth in each case in comparative form the figures for the previous Fiscal Yearreasonable detail, prepared and accompanied certified by the report of any “Big Four” or other nationally recognized an independent certified public accounting firm reasonably accountant acceptable to the Administrative Agent which report shall contain Bank, containing an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)opinion; and (b) as soon as available, but not later than 45 and in any event, within forty five (45) days after following the end of each of the first three Fiscal Quarters of each Fiscal Yearfiscal quarter, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating financial statements of incomethe Borrower and its Subsidiaries regarding such fiscal quarter, shareholders’ equity including balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal quarter then ended and such other information (including nonfinancial information) as the Bank may request, in reasonable detail, prepared and certified as accurate by the Borrower. No change with respect to such accounting principles shall be made by the Borrower without giving prior notification to the Bank. The Borrower represents and warrants to the Bank that the financial statements delivered to the Bank at or prior to the execution and delivery of this Agreement and to be delivered at all times thereafter accurately reflect and will accurately reflect the consolidated financial condition of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings Borrower and its Subsidiaries. The Bank shall have the right at all times during business hours to inspect the books and records of the Borrower and make extracts therefrom. The Borrower agrees to advise the Bank immediately of any adverse change in the financial condition, subject to normal year-end adjustments and absence the operations or any other status of footnote disclosuresthe Borrower.

Financial Statements. Each Loan Party Seller shall maintaindeliver to Buyer: (1) as soon as available and in any event within forty-five (45) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of American Home Mortgage Investment Corp. ("AHMIC") and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for AHMIC and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of AHMIC, which certificate shall cause each state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of AHMIC and its consolidated Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit GAAP, consistently applied, as at the preparation of financial statements in conformity with GAAP end of, and for, such period (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:; (a2) as soon as available, but not later than 90 available and in any event within ninety (90) days after the end of each Fiscal Yearfiscal year of AHMIC, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings AHMIC and each of its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for AHMIC and its consolidated Subsidiaries for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report an opinion thereon of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable accountants of recognized national standing, which opinion shall not be qualified as to the Administrative Agent which report scope of audit or going concern and shall contain an unqualified opinion stating state that such said consolidated financial statements fairly present fairly in all material respects the consolidated financial position for the periods indicated in conformity with GAAP condition and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception results of operations of AHMIC and its respective consolidated Subsidiaries as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after at the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiariesof, and the related consolidated and Consolidating statements of incomefor, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default; (3) from time to time such other information regarding the financial position condition, operations, or business of Seller as Buyer may reasonably request; and (4) as soon as reasonably possible, and in any event within thirty (30) days after a Responsible Officer of Seller knows, or with respect to any Plan or Multiemployer Plan to which AHMIC or any of its Subsidiaries makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of AHMIC setting forth details respecting such event or condition and the action, if any, that AHMIC or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by AHMIC or an ERISA Affiliate with respect to such event or condition): (A) any reportable event, as defined in Section 4043(c) of ERISA or any successor provision thereof and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA or any successor provision thereof, including without limitation the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA or any successor provision thereof, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code or any successor provision thereof); and any request for a waiver under Section 412(d) of the Code or any successor provision thereof for any Plan; (B) the distribution under Section 4041(c) of ERISA or any successor provision thereof of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan; (C) the institution by PBGC of proceedings under Section 4042 of ERISA or any successor provision thereof for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (D) the complete or partial withdrawal from a Multiemployer Plan by AHMIC or any ERISA Affiliate that results in liability under Section 4201 or 4204 of operations ERISA or any successor provision thereof (including the obligation to satisfy secondary liability as a result of Holdings a purchaser default) that would have a Material Adverse Effect or the receipt by AHMIC or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or any successor provision thereof or that it intends to terminate or has terminated under Section 4041A of ERISA or any successor provision thereof; (E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against AHMIC or any ERISA Affiliate to enforce Section 515 of ERISA or any successor provision thereof, which proceeding is not dismissed within thirty (30) days; and (F) the adoption of an amendment to any Plan that would result in the loss of tax-exempt status of the trust of which such Plan is a part if AHMIC or an ERISA Affiliate fails to provide timely security to such Plan in accordance with the provisions of Section 401(a)(29) of the Code or Section 307 of ERISA or any successor provision thereof. AHMIC will furnish to Buyer, at the time AHMIC furnishes each set of financial statements pursuant to paragraphs (a)(1) and (a)(2) above, a certificate of a Responsible Officer of AHMIC to the effect that, to the best of such Responsible Officer's knowledge, AHMIC during such fiscal period or year has observed or performed in all material respects all of its Subsidiariescovenants and other agreements, subject and satisfied every condition, contained in this Agreement and the other Repurchase Documents to normal year-end adjustments be observed, performed or satisfied by it, and absence that such Responsible Officer has obtained no knowledge of footnote disclosuresany Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action AHMIC has taken or proposes to take with respect thereto).

Financial Statements. Each Loan Party shall maintain, Furnish to each Bank and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of Borrower, a copy of the audited consolidated balance sheet of Borrower and unaudited Consolidating balance sheets of Holdings and each of its Borrower's consolidated Subsidiaries as at of the end of such year and the related audited consolidated and Consolidating statements of income or operationsincome, shareholders’ of stockholders' equity and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by together with the report opinion of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent accountants of nationally recognized standing, which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “contain a "going concern” " or like qualification or exception exception, or any qualification or exception as to arising out of the scope of such the audit (except or qualification which would affect the computation of financial covenants contained herein other than a qualification for an explanatory paragraph solely consistency due to a change in the application of GAAP with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)which Borrower's independent certified public accountants concur; and (b) as soon as available, but in any event not later than 45 days after the end of each monthly accounting period (including the monthly accounting period for the last month of each fiscal year of the first three Fiscal Quarters of each Fiscal YearCommitment Period), a copy of the unaudited consolidated balance sheet of Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related Borrower's consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of each such Fiscal Quarter month and the related unaudited consolidated statements of income and of stockholders' equity of Borrower and Borrower's consolidated Subsidiaries for such month and the portion of the Fiscal Year then endedfiscal year through such date setting forth in each case in comparative form the figures for the previous year, and including in each case: (i) the relevant figures broken down with respect to each division of which shall fairly presentBorrower and Borrower's Subsidiaries and (ii) a listing of all residential and commercial lots, land under development and unsold lots; all such financial statements to be complete and correct in all material respects, respects and prepared in reasonable detail and in accordance with GAAPGAAP (except, in the case of the financial position statements referred to in subparagraph (b) of this subsection 6.1, that such financial statements need not contain footnotes and the results of operations of Holdings and its Subsidiaries, may be subject to normal year-end adjustments and absence of footnote disclosuresaudit adjustments).

Financial Statements. Each Loan Party shall maintain, and shall cause Furnish to each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:Lender: -------------------- (a) as soon as available, but in any event not later than 90 days after the end close of each Fiscal Yearfiscal year of the Borrower, a copy of the audited annual audit report for such year for the Borrower, including therein consolidated (and unaudited Consolidating as to any Material Subsidiary consolidating) balance sheets of Holdings the Borrower and each of its consolidated Subsidiaries as at the end of such year fiscal year, and the related consolidated (and Consolidating as to any Material Subsidiary consolidating) statements of income or operationsincome, shareholders’ equity retained earnings and cash flows flow of the Borrower and its consolidated Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding fiscal year, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and accompanied with the prior year with such changes therein as shall be approved by the report of any “Big Four” or other nationally recognized Borrower's independent certified public accounting firm accountants, such consolidated financial statements to be certified by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountants selected by the Borrower reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to Required Lenders, without any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andqualification; (b) as soon as available, but in any event not later than 45 30 days after the end of each month end, an unaudited balance sheet of the first three Fiscal Quarters Borrower on a consolidated (and as to any Material Subsidiary consolidating) basis and unaudited statement of each Fiscal Year, a copy of the unaudited consolidated income and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ stockholder's equity and cash flows flow of the Borrower on a consolidated (and as to any Material Subsidiary consolidating) basis reflecting results of operations from the beginning of the fiscal year to the end of such Fiscal Quarter month and for the portion of the Fiscal Year then ended, each of which shall fairly present, such month prepared on a basis consistent with prior past practices and complete and correct in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year end adjustments; and (c) as soon as available, but in any event not later than 60 days prior to the beginning of the Borrower's fiscal year-, commencing with fiscal year 1999, month by month projected operating budget and cash flow of the Borrower on a consolidated (and as to any Material Subsidiary consolidating) basis for such fiscal year (including an income statement for each month and a balance sheet as at the end adjustments and absence of footnote disclosuresthe last month in each fiscal quarter.)

Financial Statements. Each Loan Party shall maintain, and shall Deliver or cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver delivered to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent, with sufficient copies for each Lender: (a) as soon as available, but not later than 90 120 days after the end of each Fiscal Yearfiscal year (commencing with the fiscal year ending December 31, 2009), a copy of the audited consolidated and unaudited Consolidating balance sheets sheet of Holdings and each of its Subsidiaries the Parent as at the end of such year and the related consolidated and Consolidating statements of income or operationsincome, shareholders’ equity and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied by the report opinion of any “Big Four” Deloitte & Touche LLP or other nationally another recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent (“Independent Auditor”) which report opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Loans Parent and its Subsidiaries as at the end of such fiscal year and their consolidated results of operations and cash flows for such fiscal year in conformity with GAAP (or other series of Indebtedness permitted under Section 7.05(g), words substantially similar to the foregoing) and that the examination by such Independent Auditor in each case, occurring within one year from the time connection with such report is delivered); andconsolidated financial statements has been made in accordance with generally accepted auditing standards; (b) as soon as available, but not later than 45 days after the end of each of fiscal quarter (including the first three Fiscal Quarters last fiscal quarter of each Fiscal Yearfiscal year), commencing with the fiscal quarter ending June 30, 2009, a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each the Parent as at the end of its Subsidiaries, such quarter and the related unaudited consolidated and Consolidating statements of income, shareholders’ equity and cash flows as for such quarter, setting forth in each case in comparative form the figures for the previous fiscal quarter, certified on behalf of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respectsParent by a Responsible Officer to present fairly, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, GAAP (subject to normal year-end audit adjustments and the absence of footnote disclosuresfootnotes), the consolidated financial position of the Parent as of the last day of such fiscal quarter and the results of operations for the fiscal quarter then ended; (c) together with each delivery of financial statements required by Subsections 7.01(a) and (b) above, a Compliance Certificate executed on behalf of the Loan Parties by a Responsible Officer, demonstrating (with computations in reasonable detail) compliance by the Loan Parties with the provisions of Sections 8.15, 8.16, 8.17 and 8.18 and stating that there exists no Default or Event of Default, or, if any Default or Event of Default exists, specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto; and (d) as soon as available, but not later than 45 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2009), a copy of the Parent’s annual operating budget and Capital Expenditures budget for the following fiscal year.

Financial Statements. Each Loan Party shall maintain, of Holdings and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Yearfiscal year of Holdings, (i) a copy of the audited consolidated and unaudited Consolidating balance sheets sheet of Holdings and each of its Subsidiaries as at the end of such fiscal year and the related audited consolidated and Consolidating statements of income or operations, shareholders’ ' equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied certified by the report of any “Big Four” Ernst & Young LLP or other nationally another nationally- recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which Agent, together with a report shall contain an unqualified opinion of such accounting firm stating that such consolidated financial statements present fairly fairly, in all material respects respects, the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes agreed upon by Holdings and such auditors which are disclosed and described in such statements) and in the course of its regular audit of the financial statements of Holdings and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge of any Default or Event of Default relating to accounting matters which has occurred and is continuing or, if in the opinion of such accounting firm a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof, and (ii) management's discussion and analyses of the material operational and financial developments during such fiscal year. The accountant's opinion referred to above shall not be subject to qualified or limited because of a restricted or limited examination by such accountant of any “going concern” or like qualification or exception material portion of the records of Holdings or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andits Subsidiaries; (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of Holdings, (i) a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter fiscal quarter and the related consolidated statements of income or operations, shareholders' equity and cash flows for the period commencing on the first day and ending on the last day of such fiscal quarter and for the elapsed portion of the Fiscal Year then endedfiscal year ended with the last day of such fiscal quarter, each and certified by a Responsible Officer of which shall Holdings as being complete and correct and fairly present, presenting in all material respects, in accordance with GAAPGAAP (subject to normal year-end audit adjustments and the absence of footnote disclosure), the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-and (ii) management's discussion and analyses of the material operational and financial developments during such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter; (c) as soon as available, but not later than 45 days after the end adjustments of each fiscal month of each fiscal year of Holdings (other than the last fiscal month of any fiscal quarter), a copy of the unaudited consolidated balance sheet of Holdings and absence its Subsidiaries as at the end of footnote disclosuressuch fiscal month and the related consolidated statements of income or operations and cash flows for such fiscal month and for the elapsed portion of the fiscal year ended with the last day of such fiscal month, in each case setting forth comparative figures for the corresponding fiscal month in the prior fiscal year and comparable budgeted figures for such fiscal month; and (d) as soon as available, but not later than 30 days following the first day of each fiscal year of Holdings, a budget (including budgeted statements of income and sources and uses of cash and balance sheets) prepared by Holdings for (i) each of the twelve months of such fiscal year prepared in detail and (ii) such other budget information, if any, as Holdings or the Borrower may prepare for its internal use or for any Permitted Holder.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersBanks, with sufficient copies for each Bank: (a) as soon as available, but not later than 90 120 days after the end of each Fiscal Yearfiscal year, a copy of the audited consolidated Consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating Consolidated statements of income or operations, shareholders’ ' equity and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied by the report opinion of any “Big Four” PricewaterhouseCoopers LLP or other nationally another nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent ("Independent Auditor") which report shall contain an unqualified opinion stating state that such consolidated Consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and applied on a basis consistent with prior years. Such opinion shall not be subject to qualified or limited because of a restricted or limited examination by the Independent Auditor of any “going concern” or like qualification or exception material portion of the Borrower's or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)Subsidiary's records; and (b) as soon as available, but not later than 45 55 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year, a copy of the unaudited consolidated Consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter quarter and the related Consolidated statements of income, shareholders' equity and cash flows for the portion period commencing on the first day and ending on the last day of the Fiscal Year then endedsuch quarter, each of which shall and certified by a Responsible Officer as fairly present, in all material respectspresenting, in accordance with GAAPGAAP (subject to ordinary, good faith year-end audit adjustments), the financial position and the results of operations of Holdings the Borrower and its the Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly unaudited interim financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Representative shall deliver to the Administrative Agent and (for delivery to each Lender Lender) by Electronic Transmission and and, solely with respect to Section 4.1(b), in customary form or otherwise in detail reasonably satisfactory to the Administrative Agent and the Required Lenderseach Agent: (a) as soon as available, but in any event not later than 90 one hundred twenty (120) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth commencing with the audited financial statements for the 2022 Fiscal Year, in each case case, in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” independent certified public accounting firm (or any other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent Agent) which report shall contain an unqualified opinion stating (i) state that such consolidated financial statements (solely with respect to the financial statements and not comparisons) present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to applied on a basis consistent with prior years ending after the scope of such audit Closing Date (except for an explanatory paragraph solely with respect such year to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness year inconsistencies as may arise due to a change in GAAP permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andhereunder) and (ii) be unqualified as to scope and going concern; (b) as soon as available, but in any event not later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity income and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrowers as being complete and correct in all material respects and fairly presenting, in all material respects and in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and (c) as soon as available, but in any event not later than thirty (30) days after the end of each of the first two Fiscal Months of each Fiscal Quarter (other than with respect to the Fiscal Months of May, 2022 and July, 2022, in which shall case, not later than forty-five (45) days after the end of each such Fiscal Month), (i) Qualified Cash Summary in the form set forth on Exhibit 4.2(b), and (ii) a copy of the unaudited consolidated balance sheets of Holdings and its Subsidiaries, and the related consolidated statements of income and cash flows as of the end of such Fiscal Month and for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Month of the previous Fiscal Year and the corresponding Fiscal Month set forth in the applicable annual budget delivered to the Agents pursuant to the terms hereof and the corresponding portion of the previous Fiscal Year and the corresponding portion of the Fiscal Year as set forth in the applicable annual budget delivered pursuant to Section 4.2(d), all in reasonable detail, and all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrowers as being complete and correct in all material respects and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; provided that, if as of the last day of the applicable Fiscal Month, there is no principal outstanding with respect to the Loans, the Credit Parties shall not be required to deliver any financial statements pursuant to this Section 4.1(e) with respect to such Fiscal Month; and (d) Together with each quarterly report submitted pursuant to Section 4.1(b) and each monthly report submitted by Section 4.1(c), a month-end Qualified Cash Summary for the immediately preceding month, such report to break out each account having a Qualified Cash balance of $250,000 or more at any time during such preceding month, all with such backup as any Agent may from time to time reasonably request.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly unaudited interim financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating consolidating balance sheets of Holdings the Borrower and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall (i) contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and shall (ii) not be subject to include any “going concern” or like qualification or exception or any qualification or exception explanatory paragraph expressing substantial doubt as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)going concern status; and (b) as soon as available, but not later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Yearyear, a copy of the unaudited consolidated and Consolidating consolidating balance sheets of Holdings the Borrower and each of its Subsidiaries, and the related consolidated and Consolidating consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings the Borrower and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures. Notwithstanding the foregoing, the obligations in Sections 5.1(a) and (b) may be satisfied with respect to financial information of the Borrower and its Subsidiaries by the Borrower delivering to the Administrative Agent (and the Administrative Agent thereafter making available to each Lender) (I) the applicable financial statements of the Borrower or (II) the Borrower’s, as applicable, Form 10-K or 10-Q, as applicable filed with the Commission; provided that, with respect to clauses (I) and (II), to the extent such information is in lieu of information required to be provided under Section 5.1(a), such materials are accompanied by a report and opinion of KPMG LLP or an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” explanatory language or any qualification or exception as to the scope of such audit (other than as is expressly solely with respect to, or solely as a result of (i) the debt maturity of the Loans, or any other Indebtedness occurring within one year from the time such opinion is delivered and and (ii) a breach of any financial covenant set forth in Article VII hereof).

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Deliver to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal YearYear of the Borrower, a copy Consolidated balance sheet of the audited consolidated Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year, and the related consolidated and Consolidating statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by the a report and unqualified opinion of any “Big Four” or other a Registered Public Accounting Firm of nationally recognized independent certified public accounting firm standing reasonably acceptable to the Administrative Agent Agent, which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andaudit; (b) as soon as available, but not later than in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearYear of the Borrower (commencing with the Fiscal Quarter ended (x) March 31, 2015 with respect to the Borrower and its Subsidiaries other than those Subsidiaries acquired pursuant to the S▇▇▇▇▇▇ Acquisition, and (y) June 30, 2015 with respect to the Borrower and its Subsidiaries after giving effect to the S▇▇▇▇▇▇ Acquisition), a copy Consolidated balance sheet of the unaudited consolidated Borrower and Consolidating balance sheets its Subsidiaries as at the end of Holdings and each of its Subsidiariessuch Fiscal Quarter, and the related consolidated and Consolidating statements of incomeincome or operations, shareholdersShareholders’ equity Equity and cash flows as of the end of for such Fiscal Quarter and for the portion of the Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Quarter of which shall the previous Fiscal Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly presentpresenting the financial condition, in all material respectsresults of operations, Shareholders’ Equity and cash flows of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnote disclosuresfootnotes; (c) solely to the extent prepared by the Borrower in the ordinary course of business, then as soon as available, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of each Fiscal Month of each Fiscal Year of the Borrower, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Month, certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of the Borrower and its Subsidiaries as of the end of such Fiscal Month in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (d) as soon as available, but in any event at least 30 days before the end of each Fiscal Year of the Borrower, forecasts prepared by management of the Borrower, representing the Borrower’s good faith estimate of future financial performance and based on assumptions believed by the Borrower to be fair and reasonable in light of current market conditions and consistent with historical practices and otherwise in form and based upon assumptions reasonably satisfactory to the Agent, of the consolidated balance sheets and statements of income or operations and cash flows, and projections of royalty revenues, of the Borrower and its Subsidiaries on a quarterly (or, solely to the extent prepared by the Borrower in the ordinary course of business, monthly) basis for the immediately following Fiscal Year (including the Fiscal Year in which the Maturity Date occurs), and as soon as available, any significant revisions to such forecast with respect to such Fiscal Year.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). a) The Parent Borrower shall deliver or cause to be delivered to the Administrative Agent and each Lender by Electronic Transmission the Loan Insurer in form and in detail reasonably satisfactory to the Administrative Agent and the Required LendersControlling Party: (ai) as soon as available, but not later than 90 practicable and in any event within forty-five (45) days after the end of each Fiscal Yearthe first, a copy second and third quarterly accounting periods of its fiscal year (commencing with the quarter ending March 31, 2007), an unaudited balance sheet of the audited consolidated and unaudited Consolidating balance sheets Borrower as of Holdings and each of its Subsidiaries as at the end last day of such year quarterly period and the related consolidated and Consolidating statements of income or operationsincome, shareholders’ equity and cash flows and members’ capital (where applicable) for such Fiscal Yearquarterly period and for the portion of the fiscal year ending with the last day of such quarterly period, all prepared in accordance with GAAP and setting forth in each case in comparative form corresponding unaudited figures from the figures for preceding fiscal year; and (ii) as soon as available but no later than one hundred twenty (120) days after the previous Fiscal Yearclose of each applicable fiscal year, commencing with the fiscal year ending December 31, 2006, audited consolidated financial statements of the Borrower and its subsidiaries, including a balance sheet of the Borrower and its subsidiaries as of the close of such year, and accompanied the related statements of income, cash flows and members’ capital, all prepared in accordance with GAAP, certified by the report of any “Big Four” or other a nationally recognized firm of independent certified public accounting firm reasonably acceptable to accountants selected by the Administrative Agent which Borrower. Such certificate and related accountants report shall contain an be unqualified opinion stating as to going concern and scope of audit, and shall state that such consolidated financial statements present fairly present, in all material respects respects, the consolidated financial position of the Borrower and its subsidiaries as at the dates indicated and the results of its operations and its cash flows for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit applied on a basis consistent with prior years (except for an explanatory paragraph solely as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), such consolidated financial statements has been made in each case, occurring within one year from the time such report is delivered); andaccordance with GAAP. (b) as soon as availableEach time the financial statements are delivered under Section 5.04(a), but not later than 45 days after the end of each Borrower shall cause to be delivered, along with such financial statements, a certificate signed by a Financial Officer of the first three Fiscal Quarters of each Fiscal Year, Borrower certifying that such officer has made or caused to be made a copy review of the unaudited consolidated transactions and Consolidating balance sheets financial condition of Holdings the Borrower during the relevant fiscal period and each that such review has not, to the best of its Subsidiariessuch Financial Officer’s knowledge, disclosed the existence of any event or condition which constitutes an Event of Default or Default, or if any such event or condition existed or exists, the nature thereof and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of corrective actions that the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance Borrower has taken or proposes to take with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresrespect thereto.

Financial Statements. (a) Each Loan Credit Party shall maintainshall, and shall cause each of its Subsidiaries to maintainSubsidiary to, maintain a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (IFRS or GAAP, as applicable; provided that monthly financial statements shall not be required to have footnote disclosures note disclosure and are subject to normal year-end adjustments). . (b) The Parent Borrower Company shall deliver to the Administrative Agent Holders in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersHolders: (ai) as soon as available, but not later than 90 one hundred twenty (120) days after the end of each Fiscal Year, commencing with the Fiscal Year ending June 29, 2019, a copy of the audited consolidated statement of financial position of the Company and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related audited consolidated and Consolidating statements of income or operationsoperations and comprehensive income, changes in shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal YearYear (if any), certified on behalf of the Company by an appropriate Responsible Officer as fairly presenting, in all material respects, in accordance with IFRS or GAAP, as applicable, the financial position and the results of operations of the Company and its Subsidiaries on a consolidated basis, accompanied by the report opinion of any “Big Four” or other a nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent Holders (MNP LLP being deemed acceptable) which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly fairly, in all material respects respects, the financial position as at and for the periods indicated in conformity accordance with GAAP and IFRS or GAAP, as applicable, applied on a basis consistent with prior years. Such opinion shall not be subject to any “going concern” qualified or like qualification limited because of a restricted or exception or any qualification or exception as to the scope of limited examination by such audit (except accountant, beyond an accountant’s standard limitation for an explanatory paragraph solely audit conducted in accordance with respect to IFRS or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g)GAAP, in each case, occurring within one year from the time such report is delivered); andas applicable; (bii) as soon as available, but not later than 45 sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, commencing with the Fiscal Quarter ending on or about September 30, 2019, a copy of the unaudited consolidated statement of financial position of the Company and Consolidating balance sheets its Subsidiaries as of Holdings and each the end of its Subsidiariessuch Fiscal Quarter, and the related unaudited consolidated and Consolidating statements of operations and comprehensive income, changes in shareholders’ equity and cash flows as of the end of for such Fiscal Quarter and for the portion of the Fiscal Year then ended, and setting forth in each case comparisons to the corresponding periods in the preceding Fiscal Year all certified on behalf of which shall the Company by an appropriate Responsible Officer as fairly presentpresenting, in all material respects, in accordance with IFRS or GAAP, as applicable, the financial position and the results of operations of Holdings the Company and its SubsidiariesSubsidiaries on a consolidated basis, subject to normal year-end adjustments and absence of footnote disclosuresdisclosure; and (iii) as soon as available, but not later than commencement of each Fiscal Year, the Company’s’ consolidated annual operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections (prepared on a month by month basis) covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, together with a statement of underlying assumptions, each for the following Fiscal Year presented on a monthly basis for such next Fiscal Year, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Holders, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of the Company (such report, as amended, supplemented or otherwise modified, in each case as approved by the board of directors of the Company, the “Annual Budget”). (c) Each Credit Party authorizes the Holders to discuss the financial condition of each Credit Party and each Subsidiary with such Credit Party’s independent certified public accountants and agrees that such discussion or communication shall be without liability to either the Holders or such accountants.

Financial Statements. (a) WTMA is an intended third party beneficiary of this ‎Section 5.05 and may enforce the covenants and agreements as set forth herein as though a party hereto. (b) Each Loan Party of the Company and the Sellers acknowledges that WTMA may include the Company’s financial statements in a registration statement or other filing made by WTMA with the SEC, as required by the SEC. The Company shall maintainuse its commercially reasonable efforts to deliver, or cause to be delivered, on or before the date that is forty-five (45) days after the Effective Date, to WTMA the Financial Statements, together with an unqualified opinion with respect thereto from an independent accounting firm registered with the Public Company Accounting Oversight Board and reasonably acceptable to each of the Acquiror and the Company (the “Company Auditor”). The Company Auditor must consent to their opinion referenced above being used in a registration statement or other filing made by WTMA with the SEC. Within thirty (30) days following the last day of each fiscal quarter ending after December 31, 2024 the Company shall deliver, or cause to be delivered, to WTMA, in form and substance satisfactory to WTMA, the Company’s unaudited consolidated balance sheet as of the last day of such fiscal quarter and as of the last day of the corresponding fiscal quarter from the prior fiscal year, and the related consolidated unaudited statements of operations, cash flow and stockholders’ equity for the three (3) month periods then ended, in each case reviewed by the Company’s independent accountants in accordance with SAS-100 (the “Interim Financials”). The Company and the Sellers, prior to the Closing shall reasonably cooperate with WTMA and Acquiror in causing the Company’s auditors to deliver, and shall cause each use commercially reasonable efforts to take such other actions as are necessary to enable the Company’s auditors to deliver, any opinions, consents, comfort letters, or other materials necessary for WTMA to file the Financial Statements and any Interim Financials in a registration statement or other filing made by WTMA with the SEC or to comply with the reasonable request of an underwriter in connection with a public offering of WTMA’s securities. WTMA shall be entitled to include the information contained in the Financial Statements and any Interim Financials in a registration statement or other filing made by WTMA with the SEC if such registration statement or other filing is required in connection with WTMA satisfying its Subsidiaries reporting obligations under the Securities Act or the Exchange Act or any rule or regulation applicable to maintainWTMA or WTMA’s securities. (c) The Company represents and warrants that the Financial Statements and any Interim Financials, a system when delivered, will (i) have been derived from the books and records of accounting established the Company, (ii) be true and administered correct in accordance with sound business practices to permit all material respects, (iii) present fairly the preparation consolidated financial position, results of financial statements in conformity with GAAP operations and cash flows of the Company at the dates and for the periods indicated (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAPpast practices and Regulation S-X promulgated under the Exchange Act, except as indicated in the financial position footnotes thereto and (iv) meet the results of operations of Holdings standards, requirements, conditions and its Subsidiaries, subject to normal year-end adjustments thresholds as otherwise reasonably determined by WTMA and absence of footnote disclosuresAcquiror.

Financial Statements. Each Loan Party Seller shall maintaindeliver to Buyer: (1) as soon as available and in any event within forty-five (45) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of American Home Mortgage Investment Corp. ("AHMIC") and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for AHMIC and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of AHMIC, which certificate shall cause each state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of AHMIC and its consolidated Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit GAAP, consistently applied, as at the preparation of financial statements in conformity with GAAP end of, and for, such period (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:; (a2) as soon as available, but not later than 90 available and in any event within ninety (90) days after the end of each Fiscal Yearfiscal year of AHMIC, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings AHMIC and each of its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for AHMIC and its consolidated Subsidiaries for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report an opinion thereon of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable accountants of recognized national standing, which opinion shall not be qualified as to the Administrative Agent which report scope of audit or going concern and shall contain an unqualified opinion stating state that such said consolidated financial statements fairly present fairly in all material respects the consolidated financial position for the periods indicated in conformity with GAAP condition and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception results of operations of AHMIC and its respective consolidated Subsidiaries as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after at the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiariesof, and the related consolidated and Consolidating statements of incomefor, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default; (3) from time to time such other information regarding the financial position condition, operations, or business of Seller as Buyer may reasonably request; and (4) as soon as reasonably possible, and in any event within thirty (30) days after a Responsible Officer of Seller knows, or with respect to any Plan or Multiemployer Plan to which AHMIC or any of its Subsidiaries makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of AHMIC setting forth details respecting such event or condition and the action, if any, that AHMIC or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by AHMIC or an ERISA Affiliate with respect to such event or condition): (A) any reportable event, as defined in Section 4043(c) of ERISA or any successor provision thereof and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA or any successor provision thereof, including without limitation the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA or any successor provision thereof, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code or any successor provision thereof); and any request for a waiver under Section 412(d) of the Code or any successor provision thereof for any Plan; (B) the distribution under Section 4041(c) of ERISA or any successor provision thereof of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan; (C) the institution by PBGC of proceedings under Section 4042 of ERISA or any successor provision thereof for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (D) the complete or partial withdrawal from a Multiemployer Plan by AHMIC or any ERISA Affiliate that results in liability under Section 4201 or 4204 of operations ERISA or any successor provision thereof (including the obligation to satisfy secondary liability as a result of Holdings a purchaser default) that would have a Material Adverse Effect or the receipt by AHMIC or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or any successor provision thereof or that it intends to terminate or has terminated under Section 4041A of ERISA or any successor provision thereof; (E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against AHMIC or any ERISA Affiliate to enforce Section 515 of ERISA or any successor provision thereof, which proceeding is not dismissed within thirty (30) days; and (F) the adoption of an amendment to any Plan that would result in the loss of tax-exempt status of the trust of which such Plan is a part if AHMIC or an ERISA Affiliate fails to provide timely security to such Plan in accordance with the provisions of Section 401(a)(29) of the Code or Section 307 of ERISA or any successor provision thereof. The Seller will furnish to Buyer, at the time Seller furnishes each set of financial statements pursuant to pa▇▇▇▇▇▇▇▇ (▇)(1) and (a)(2) above, a certificate of a Responsible Officer of the Seller to the effect that, to the best of such Responsible Officer's knowledge, the Seller during such fiscal period or year has observed or performed in all material respects all of its Subsidiariescovenants and other agreements, subject and satisfied every condition, contained in this Agreement and the other Repurchase Documents to normal year-end adjustments be observed, performed or satisfied by it, and absence that such Responsible Officer has obtained no knowledge of footnote disclosuresany Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action the Seller has taken or proposes to take with respect thereto)."

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly Fiscal Month and Fiscal Quarter financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent (and Agent shall make available to each Lender Lender) by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall (x) contain an unqualified opinion (provided that a qualification or exception may be included in any such audit report for any period ending within the twelve (12) consecutive Fiscal Periods preceding the stated maturity of the Loans to the extent such qualification is solely a result of the Loans being reported as short term indebtedness), stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and shall (y) not be subject to include any “going concern” or like qualification or exception or any qualification or exception explanatory paragraph expressing substantial doubt as to the scope of such audit going concern status (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gas expressly provided in clause (x) above), in each case, occurring within one year from the time such report is delivered); and; (bi) at any time prior to the consummation of an IPO, as soon as available, but not later than 45 thirty (30) days after the end of each of the first three Fiscal Quarters Period of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter Period and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Borrower by an appropriate Responsible Officer of the Borrower as fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures, and (ii) at any time after the consummation of an IPO, as soon as available, but not later than forty-five (45) days after the end of each Fiscal Quarter, a copy of the unaudited consolidated balance sheets of Holdings and each of its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter and for the period from the beginning of such Fiscal Year to such Fiscal Quarter, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures. For purposes of clarification, provided they are accompanied by a reconciliation in detail reasonably satisfactory to Agent which differentiates the financial statements of Parent from the financial statements of Holdings and its Subsidiaries, the financial statements required to be delivered above may be delivered with respect to Parent and its Subsidiaries.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and Agent, with sufficient copies for each Lender, the Required Lendersfollowing documents: (a) as soon as available, but not later than 90 in any event within one hundred fifty (150) days after the end of each Fiscal Year, a copy of the audited consolidated Consolidated and unaudited Consolidating balance sheets financial statements of Holdings the Borrower and each of its Consolidated Subsidiaries as at the end of such year Fiscal Year and the related consolidated audited Consolidated and Consolidating statements of income or operationsincome, shareholders’ equity balance sheets, stockholders equity, and cash flows of the Borrower and its Consolidated Subsidiaries for such Fiscal YearYear or partial Fiscal Year and underlying assumptions, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied certified as being fairly stated in all material respects by the report of any “Big Four” BDO USA LLP or other by another independent, nationally recognized independent certified public accounting firm reasonably acceptable satisfactory to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)Agent; and (b) as soon as available, but not later than 45 in any event within thirty (30) days after the end of each month (including the last month of the first three Fiscal Quarters of each fiscal quarter and each Fiscal Year, which, for such months, shall be a copy of Borrower-prepared draft) subject to standard audit adjustments, commencing with the first full month after the Effective Date, the Borrower prepared unaudited consolidated Consolidated and Consolidating balance sheets of Holdings the Borrower and each its Consolidated Subsidiaries as at the end of its Subsidiaries, such month and the related consolidated and Consolidating unaudited statements of income, shareholders’ stockholders equity and cash flows as of the end of such Fiscal Quarter Borrower and its Consolidated Subsidiaries for the portion of the Fiscal Year then endedthrough the end of such fiscal month, setting forth in each case in comparative form (i) the figures for the corresponding periods in the previous year and (ii) the figures for the relevant period set forth in the projections delivered for such year pursuant to Section 7.2(e), and certified by a Responsible Officer of which shall the Borrower as being fairly present, stated in all material respects, all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAPGAAP throughout the periods reflected therein and with prior periods (except as approved by a Responsible Officer and disclosed therein), provided however that the financial position statements delivered pursuant to clauses (a) and the results of operations of Holdings (b) hereof will not be required to include footnotes and its Subsidiaries, will be subject to normal change from audit and year-end adjustments and absence of footnote disclosuresadjustments.

Financial Statements. Each Loan Party (i) The Administrative Member shall maintaindeliver or shall cause to be delivered to the Members (and to the extent required under any applicable loan documents or the Cash Flow Participation Agreements (as defined in the Development Management Agreement), to the lender or the parties thereto, respectively), within ninety (90) days after the expiration of each Fiscal Year, (i) audited financial statements for the Company and its Subsidiaries on a consolidated basis (the “Audited Financial Statements”) for the immediately prior Fiscal Year, and (ii) any other items required under Financing Documents, Cash Flow Participation Agreements and/or reasonably requested by Owner. The Audited Financial Statements shall cause each include an audited balance sheet, an audited profit and loss statement showing the results of its Subsidiaries operations for such Fiscal Year, together with an unaudited comparison of such results to maintainthe Annual Budget, a system an audited statement of accounting established cash flows, an audited statement of the Members’ capital and administered in accordance with sound business practices Capital Accounts and an audited summary of Distributions. The Audited Financial Statements shall contain an opinion of the Company’s or the applicable Subsidiary’s accountant to permit the preparation of effect that, subject to any qualifications contained therein, the financial statements fairly present, in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures GAAP, the results of operations, and are subject to normal year-end adjustments)cash flows of the Company for the Fiscal Year then ended. The Parent Borrower Administrative Member shall deliver (or shall cause to be delivered) to the other Members drafts of the Audited Financial Statements for review by the Members prior to finalization. (ii) The Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory Member shall deliver or shall cause to be delivered to the Administrative Agent Members (and to the Required Lenders: extent required under the applicable loan documents or the Cash Flow Participation Agreements, to the lender or the parties thereto, respectively), within forty-five (a45) as soon as available, but not later than 90 days after the end of each quarter during a Fiscal Year, a copy the following unaudited financial statements of the audited consolidated Company and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries (on a consolidated basis): (i) a balance sheet as at of the end of such year quarter, (ii) an income and expense statement as of the related consolidated and Consolidating statements end of income or operationssuch quarter, shareholders’ equity and (iii) a cash flows flow statement showing the results of operations for such Fiscal Yearquarter, setting forth in each case in comparative form together with the figures results of operations for the previous period from the beginning of the Fiscal YearYear to the end of such quarter with a comparison of such results to the Annual Budget, (iv) a summary of the Members’ capital and Capital Accounts, (v) a summary of Distributions, and accompanied (vi) any other items required under any loan documents, any Cash Flow Participation Agreements or reasonably requested by the report Company or any of any “Big Four” its Subsidiaries. (iii) The Administrative Member shall deliver (or other nationally recognized independent certified public accounting firm reasonably acceptable shall cause to be delivered) to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP Members (and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect extent required under the loan documents or the Cash Flow Participation Agreements, to lender or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gparties thereto, respectively), in each case, occurring within one year from the time such report is delivered); and thirty (b30) as soon as available, but not later than 45 days after the end of each month, the following unaudited financial statements of the first three Fiscal Quarters of each Fiscal Year, Company and its Subsidiaries (on a copy of the consolidated basis): (i) an unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows sheet as of the end of such Fiscal Quarter month, (ii) an income and expense statement as of the end of such month, (iii) a cash flow statement showing the results of operations for such month, together with the results of operations for the portion period from the beginning of the Fiscal Year then endedto the end of such month, each (iv) a reconciliation of actual expenses and revenues during such month and year-to-date compared with the amounts therefor in the Annual Budget, together with an explanation of material variances in actual costs versus budgeted costs, (v) a summary of the Members’ capital and Capital Accounts, (vi) an executive summary of the progress of the planning, entitlement, development, public relations and sales and marketing, including an updated construction schedule, (vii) any other significant developments, which reports shall fairly presentinclude copies of all reports, in all material respectsrequisitions and other informational items that shall be furnished by any Subsidiary during such month to the lender, and (viii) any other items reasonably requested by the Company. (iv) The Administrative Member shall deliver (or shall cause to be delivered) to the Members (and to the extent required under the loan documents or the Cash Flow Participation Agreements, to the parties thereto) copies of the items Development Manager delivers pursuant to Section 5.3(d) of the Development Management Agreement. (v) All financial statements required under this Section 10.18(b) shall be prepared in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and Agent, with sufficient copies for each Lender, the Required Lendersfollowing documents: (a) as soon as available, but not later than 90 in any event within one-hundred eighty (180) days after the end of each Fiscal Year, a copy of the audited consolidated Consolidated and unaudited Consolidating balance sheets financial statements of Holdings the Borrower and each of its Consolidated Subsidiaries as at the end of such year Fiscal Year and the related consolidated audited Consolidated and unaudited Consolidating statements of income or operationsincome, shareholders’ equity stockholders equity, and cash flows of the Borrower and its Consolidated Subsidiaries for such Fiscal YearYear or partial Fiscal Year and accompanying footnotes, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied certified as being fairly stated in all material respects by the report of any “Big Four” or other an independent, nationally recognized independent certified public accounting firm reasonably acceptable satisfactory to the Administrative Agent which report shall contain an unqualified opinion stating and the Majority Lenders; provided that such consolidated financial statements present fairly in all material respects the financial position for accountants used by the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as Borrower immediately prior to the scope of such audit (except for an explanatory paragraph solely with respect Effective Date shall be reasonably satisfactory to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from Agent and the time such report is delivered); andMajority Lenders; (b) as soon as available, but not later than 45 in any event within forty five (45) days after the end of each fiscal quarter of the first three Fiscal Quarters Credit Parties (including the last quarter of each Fiscal Year, which, for such quarter, shall be a copy of Borrower-prepared draft subject to standard audit adjustments), the Borrower prepared unaudited consolidated and Consolidating Consolidated balance sheets of Holdings the Borrower and each its Consolidated Subsidiaries as at the end of its Subsidiaries, such quarter and the related consolidated and Consolidating unaudited statements of income, shareholders’ stockholders equity and cash flows as of the end of such Fiscal Quarter Borrower and its Consolidated Subsidiaries (it being understood that Borrower shall provide reasonably sufficient detail with respect to all cash held in its deposit and securities accounts) for the portion of the Fiscal Year then endedthrough the end of such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, and certified by a Responsible Officer of which shall the Borrower as being fairly present, stated in all material respects; and (c) as soon as available, but in any event within thirty (30) days after the end of each month (including the last month of each fiscal quarter and each Fiscal Year, which, for such months, shall be a Borrower-prepared draft subject to standard audit adjustments), commencing with the month ending June 30, 2019, the Borrower prepared unaudited Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at the end of such month and the related unaudited statements of income, stockholders equity and cash flows of the Borrower and its Subsidiaries (it being understood that Borrower shall provide reasonably sufficient detail with respect to all cash held in its deposit and securities accounts) for the portion of the Fiscal Year through the end of such fiscal month, setting forth in each case in comparative form (i) the figures for the corresponding periods in the previous year and (ii) the figures for the relevant period set forth in the projections delivered for such year pursuant to Section 7.2(e), and certified by a Responsible Officer of the Borrower as being fairly stated in all material respects; and all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAPGAAP throughout the periods reflected therein and with prior periods (except as approved by a Responsible Officer and disclosed therein), provided however that the financial position statements delivered pursuant to clauses (b) and the results of operations of Holdings (c) hereof will not be required to include footnotes and its Subsidiaries, will be subject to normal change from audit and year-end adjustments and absence of footnote disclosuresadjustments.

Financial Statements. Each Loan Party shall maintain, and shall cause Furnish to each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of the Borrower, a copy of the audited consolidated (and, in respect of any such period in which there is an Unrestricted Subsidiary, unaudited consolidating) balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at the end of such year and the related audited consolidated and Consolidating (and, in respect of any such period in which there is an Unrestricted Subsidiary, unaudited consolidating) statements of income or operations, shareholders’ equity and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “reported on without a "going concern” " or like qualification or exception exception, or any qualification or exception as to arising out of the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans audit, by Deloitte & Touche or other series independent certified public accountants of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andnationally recognized standing; (b) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Yearfiscal year of the Borrower, a copy of the unaudited consolidated (and, in respect of any such period in which there is an Unrestricted Subsidiary, unaudited consolidating) balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of at the end of such Fiscal Quarter quarter and the related unaudited consolidated (and, in respect of any such period in which there is an Unrestricted Subsidiary, unaudited consolidating) statements of income and of cash flows for such quarter and the portion of the Fiscal Year then endedfiscal year through the end of such quarter, setting forth in each of which shall case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly present, stated in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, respects (subject to normal year-end adjustments audit adjustments); and (c) as soon as available, but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower (other than the third, sixth, ninth and absence twelfth such month), the unaudited consolidated (and, in respect of footnote disclosuresany such period in which there is an Unrestricted Subsidiary, unaudited consolidating) balance sheets of the Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated (and, in respect of any such period in which there is an Unrestricted Subsidiary, unaudited consolidating) statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Financial Statements. Each Loan Party The Borrower Parties shall maintain, for themselves, and shall cause each of its Subsidiaries the Macerich Core Entities to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit the preparation of consolidated financial statements in conformity with GAAP (provided that monthly GAAP. Each of the financial statements and reports described below shall not be required to have footnote disclosures prepared from such system and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission records and in detail form reasonably satisfactory to the Administrative Agent, and shall be provided to Administrative Agent (and the Required Lenders:Administrative Agent shall provide a copy to each requesting Lender): (a1) as As soon as availablepracticable, but not later than 90 and in any event within ninety (90) days after the end close of each Fiscal Yearfiscal year of MAC, a copy the consolidated balance sheet of the audited consolidated MAC and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at of the end of such fiscal year and the related consolidated and Consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows flow of MAC and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures consolidated or combined figures, as the case may be, for the previous Fiscal Yearfiscal year, all in reasonable detail and accompanied by the a report thereon of any “Big Four” PricewaterhouseCoopers or other nationally recognized independent certified public accounting firm accountants of recognized national standing selected by the Borrower and reasonably acceptable satisfactory to the Administrative Agent Agent, which report shall contain an be unqualified opinion stating (except for qualifications that the Required Lenders do not, in their discretion, consider material) and shall state that such consolidated financial statements fairly present fairly in all material respects the financial position of MAC and its Subsidiaries as at the date indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely as otherwise stated therein) and that the examination by such accountants in connection with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), such consolidated financial statements has been made in each case, occurring within one year from the time such report is delivered); andaccordance with generally accepted auditing standards; (b2) as As soon as availablepracticable, but not later than 45 and in any event within fifty (50) days after the end close of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of MAC, a copy of the unaudited consolidated for MAC and Consolidating balance sheets of Holdings and each of its Subsidiaries, unaudited balance sheets as at the close of each such period and the related consolidated and Consolidating combined statements of income, shareholders’ equity income and cash flows as flow of MAC and its Subsidiaries for such quarter and the portion of the fiscal year ended at the end of such Fiscal Quarter and quarter, setting forth in each case in comparative form the consolidated or combined figures, as the case may be, for the portion corresponding periods of the Fiscal Year then endedprior fiscal year, each all in reasonable detail and in conformity with GAAP (except as otherwise stated therein), together with a representation by a Responsible Financial Officer, as of which shall fairly presentthe date of such financial statements, in all material respects, that such financial statements have been prepared in accordance with GAAPGAAP (provided, however, that such financial statements may not include all of the information and footnotes required by GAAP for complete financial information) and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position information contained therein; (3) Together with each delivery of any quarterly or annual report pursuant to paragraphs (1) through (2) of this Section 7.1, MAC shall deliver a Compliance Certificate signed by MAC’s Responsible Financial Officer representing and certifying (1) that the results Responsible Financial Officer signatory thereto has reviewed the terms of operations the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of Holdings the transactions and consolidated financial condition of MAC and its Subsidiaries, subject during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at the date of such Compliance Certificate, of any condition or event which constitutes an Event of Default or Potential Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower, MAC or their Subsidiaries have taken, are taking and propose to normal yeartake with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Article 8, (3) a schedule of Total Liabilities in respect of borrowed money in the level of detail disclosed in MAC’s Form 10-end adjustments Q filings with the Securities and absence Exchange Commission, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, and (4) a schedule of footnote disclosuresEBITDA. (4) To the extent not otherwise delivered pursuant to this Section 7.1, copies of all financial statements and financial information delivered by the Borrower and MAC (or, upon Administrative Agent’s request, any Subsidiaries of such Persons) from time to time to the holders of any Indebtedness for borrowed money of such Persons; and (5) Copies of all proxy statements, financial statements, and reports which the Borrower or MAC send to their respective stockholders or limited partners, and copies of all regular, periodic and special reports, and all registration statements under the Act which the Borrower or MAC file with the Securities and Exchange Commission or any Governmental Authority which may be substituted therefore, or with any national securities exchange; provided, however, that there shall not be required to be delivered hereunder such copies for any Lender of prospectuses relating to future series of offerings under registration statements filed under Rule 415 under the Act or other items which such Lender has indicated in writing to the Borrower or MAC from time to time need not be delivered to such Lender. (6) Notwithstanding the foregoing, it is understood and agreed that to the extent MAC files documents with the Securities and Exchange Commission and such documents contain the same information as required by subsections (1), (2), (3) (only with respect to subclause (3)), (4) and (5) above, the Borrower may deliver copies, which copies may be delivered electronically, of such forms with respect to the relevant time periods in lieu of the deliveries specified in such clauses.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). 18.1.1 The Parent Borrower shall will deliver to the Administrative Agent and PWC in sufficient copies for each Lender by Electronic Transmission and in detail reasonably satisfactory to of the Administrative Agent and the Required Lenders: (a) as soon as available, but not no later than 90 days after the end of each Fiscal Yearits financial year: (i) the balance sheet, profit and loss statement and cash flow statement for the Borrower and (on a copy consolidated basis) for the Group for such financial year, audited by a recognised firm of independent auditors licensed to practise in the audited consolidated Federal Republic of Germany, together with a statement from the Borrower reconciling such financial statements with the budgeted yearly accounts and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end explaining all material deviations of such year and financial statements from the budgeted yearly accounts referred to in Clause 18.3 (Project Budget); (ii) the related consolidated and Consolidating statements of income or operations, shareholdersauditors’ equity and cash flows for report; and (iii) a confirmation by such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied auditors that all transactions effected by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable Borrower with Related Parties in such financial year have been made on terms no less beneficial to the Administrative Agent which report shall contain Borrower than those obtainable on an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andarms’ length basis; (b) as soon as available, but not no later than 45 60 days after the end of its financial half year, the balance sheet, profit and loss statement and cash flow statement for the Borrower and (on a consolidated basis) for the Group for such period which will be in a form reasonably acceptable to the Lenders and will be accompanied by data necessary for the calculation of the Annual Debt Service Coverage Ratio, certified by its independent auditors; and (c) no later than thirty (30) days after the end of each calendar quarter, a management commentary as to, inter alia, the Borrower’s and the Group’s performance during such calendar quarter and any material developments or proposals affecting the Borrower and the Group or its business. 18.1.2 The Borrower will ensure that each set of accounts delivered by it pursuant to this Clause 18 is prepared on the same basis as was used in the preparation of its Original Financial Statements or, in the case of a divergence therefrom, will be accompanied by a statement explaining each changed accounting principle and its effects. 18.1.3 The Borrower will at the request of the first three Fiscal Quarters of each Fiscal Year, a copy Agent require and authorise its auditors to discuss with the Lenders matters reasonably related to or arising out of the unaudited consolidated and Consolidating balance sheets annual audit of Holdings and each of its Subsidiaries, the Borrower by such auditors. 18.1.4 The Borrower will provide the financial information required to be provided to the Lenders under this Clause 18 in the German and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresEnglish language.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Deliver to the Administrative Agent and each Lender by Electronic Transmission Lender, in form and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of the Borrower (commencing with the fiscal year ended May 31, 2009), a copy consolidated and, to the extent prepared by the Borrower, consolidating balance sheet of the audited consolidated Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year fiscal year, and the related consolidated and Consolidating and, to the extent prepared by the Borrower, consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail and, with respect to the consolidated statements, prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by the (i) a report and opinion of any “Big Four” or other a Registered Public Accounting Firm of nationally recognized independent certified public accounting firm standing reasonably acceptable to the Administrative Agent Required Lenders, which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (except for ii) an explanatory paragraph solely with respect attestation report of such Registered Public Accounting Firm as to or resulting solely from an upcoming scheduled maturity date the Borrower’s internal controls pursuant to Section 404 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇, and, to the extent prepared by the Borrower, such consolidating statements to be certified by a Responsible Officer of the Loans or other series Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andBorrower and its Subsidiaries; (b) as soon as available, but not later than in any event within 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of the Borrower (commencing with the fiscal quarter ended August 31, 2009), a copy consolidated and, to the extent prepared by the Borrower, consolidating balance sheet of the unaudited consolidated Borrower and Consolidating balance sheets its Subsidiaries as at the end of Holdings and each of its Subsidiariessuch fiscal quarter, and the related consolidated and Consolidating and, to the extent prepared by the Borrower, consolidating statements of incomeincome or operations, shareholders’ equity and cash flows as of the end of for such Fiscal Quarter fiscal quarter and for the portion of the Fiscal Year Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of which shall the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by a Responsible Officer of the Borrower as fairly presentpresenting the financial condition, in all material respectsresults of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and, to the extent prepared by the Borrower, such consolidating statements to be certified by a Responsible Officer of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial position statements of the Borrower and its Subsidiaries; (c) during any Trigger Period, as soon as available but in any event within 30 days after the end of each month in such Trigger Period (but within 60 days after the last month in a fiscal year), a consolidated and, to the extent prepared by the Borrower, consolidating statement of income or operations of the Borrower and its Subsidiaries as at the end of such month and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statement to be certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the results of operations of Holdings the Borrower and its Subsidiaries (except that such statement was not prepared in accordance with GAAP) and, to the extent prepared by the Borrower, such consolidating statement to be certified by a Responsible Officer of the Borrower to the effect that such statement is fairly stated in all material respects when considered in relation to the consolidated statement of income or operations of the Borrower and its Subsidiaries; and (d) as soon as available, subject but in any event no more than 45 days after the end of each fiscal year of the Borrower (or during a Trigger Period no more than 15 days after the end of the fiscal year of the Borrower), forecasts prepared by management of the Borrower, in form satisfactory to normal year-end adjustments the Administrative Agent, of consolidated balance sheets and absence statements of footnote disclosuresincome or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs).

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than 90 in any event within ninety (90) days after the end of each Fiscal YearYear (or such longer period as the Required Lenders may reasonably agree to in writing), a copy consolidated balance sheet of the audited consolidated BVI Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Subsidiaries, and the related consolidated and Consolidating statements of income or operations, changes in shareholders’ equity equity, and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with Applicable Accounting Standards, audited and accompanied by the a report and opinion of any “Big Four” or other nationally recognized an independent certified public accounting firm accountant of nationally recognized standing reasonably acceptable to the Administrative Agent Required Lenders, which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception in either case resulting solely from (x) the scheduled maturity date of the Loans occurring within one year from the time such opinion is delivered solely as a result of the Loans being characterized as short-term Debt solely as a result of such schedule maturity or due to an anticipated, but not actual, breach of the financial covenants set forth in Section 8.14) or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andaudit; (b) as soon as available, but not later than 45 in any event within one hundred twenty (120) days after the end of each Fiscal Year (or such longer period as the Required Lenders may reasonably agree to in writing), a Consolidating Balance Sheet, as at the end of such Fiscal Year, and the related Consolidating Income Statement and Consolidating Cash Flow Statement for such Fiscal Year, and beginning with the Fiscal Year ending December 31, 2018, setting forth in comparative form the figures for the previous Fiscal Year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with Applicable Accounting Standards, subject only to normal year-end audit adjustments and the absence of footnotes. (c) as soon as available, but in any event within forty five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearYear of the BVI Borrower (or such longer period as the Required Lenders may reasonably agree to in writing), a copy consolidated balance sheet of the unaudited consolidated BVI Borrower and Consolidating balance sheets its Subsidiaries as at the end of Holdings and each of its Subsidiariessuch Fiscal Quarter, and the related consolidated and Consolidating statements of income, shareholders’ equity income or operations and cash flows as of the end of for such Fiscal Quarter and for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of which shall the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the BVI Borrower as fairly presentpresenting the financial condition, in all material respectsresults of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, the financial position and the results of operations of Holdings and its SubsidiariesApplicable Accounting Standards, subject only to normal year-end audit adjustments and the absence of footnote disclosuresfootnotes. (d) as soon as available, but in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the BVI Borrower (or such longer period as the Required Lenders may reasonably agree to in writing), a Consolidating Balance Sheet as at the end of such Fiscal Quarter, and the related Consolidating Income Statement and Consolidating Cash Flow Statement for such Fiscal Quarter and for the portion of the Fiscal Year then ended, and, beginning with the Fiscal Quarter ending September 30, 2018, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the BVI Borrower as fairly presenting the financial condition, results of operations, and cash flows of the BVI Borrower and its Subsidiaries in accordance with Applicable Accounting Standards, subject only to normal year-end audit adjustments and the absence of footnotes. (e) promptly upon becoming available, a copy of any audited financial statements and related report and opinion prepared in respect of any Project Group. (f) Notwithstanding the foregoing, the obligations in Section 7.01(a), Section 7.01(c) and clause (ii) of Section 7.02(a) may be satisfied with respect to financial information of the BVI Borrower and its Subsidiaries by furnishing the BVI Borrower’s Form 10-K or 10-Q with respect to such Fiscal Year or Fiscal Quarter, as applicable, filed with the SEC.

Financial Statements. Each Loan Party The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures disclosure and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission in electronic form and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 one hundred twenty (120) days after the end of each Fiscal Yearfiscal year, a copy of the audited consolidated and unaudited Consolidating consolidating balance sheets of Holdings Borrower and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied by the report unqualified opinion of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent (provided, that solely with respect to such opinion for the fiscal year ending December 31, 2005, in setting forth in comparative form the figures for the fiscal year ending December 31, 2004 in such opinion, such “Big Four” or other nationally-recognized independent public accounting firm shall be entitled to rely upon, and such opinion may be qualified by reference to, the audited consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the end of December 31, 2004 and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year that have been prepared by ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Apple), which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely applied on a basis consistent with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)prior years; and (b) as soon as available, but not later than 45 thirty (30) days after the end of each of the first three Fiscal Quarters of each Fiscal Yearfiscal month, a copy of the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter month and for the portion of the Fiscal Year fiscal year then ended, each all certified on behalf of which shall Borrower by an appropriate Responsible Officer as being complete and correct and fairly present, in all material respectspresenting, in accordance with GAAP, the financial position and the results of operations of Holdings the Borrower and its the Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresdisclosure.

Financial Statements. Each Loan Party shall maintain, Furnish to each Bank and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of Borrower, a copy of the audited consolidated balance sheet of Borrower and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at of the end of such year and the related audited consolidated and Consolidating statements of income or operationsincome, shareholders’ of stockholders' equity and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by together with the report opinion of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent accountants of nationally recognized standing, which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “contain a "going concern” " or like qualification or exception exception, or any qualification or exception as to arising out of the scope of such the audit (except or qualification which would affect the computation of financial covenants contained herein other than a qualification for an explanatory paragraph solely consistency due to a change in the application of GAAP with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)which Borrower's independent certified public accountants concur; and (b) as soon as available, but in any event not later than 45 days after the end of each monthly accounting period (including the monthly accounting period for the last month of each fiscal year of the first three Fiscal Quarters of each Fiscal YearCommitment Period), a copy of the unaudited consolidated balance sheet of Borrower and Consolidating balance sheets its consolidated Subsidiaries as of Holdings the end of each such month and the related unaudited consolidated statements of income and of stockholders' equity of Borrower and its consolidated Subsidiaries for such month and the portion of the fiscal year through such date setting forth in each case in comparative form the figures for the previous year, and including in each case: (i) the relevant figures broken down with respect to each division of Borrower and its Subsidiaries, (ii) a listing of all residential and commercial lots, land under development and unsold lots, and (iii) a statement of the related consolidated calculation of Borrower's ratio of Consolidated Unsubordinated Liabilities to the sum of Consolidated Tangible Net Worth and Consolidating statements of income, shareholders’ equity and cash flows Subordinated Indebtedness as of the end of such Fiscal Quarter and for the portion month, all of the Fiscal Year then ended, each of which shall foregoing certified by a Responsible Officer as being fairly present, stated in all material respects, subject to year-end audit adjustments; all such financial statements to be complete and correct in all material respects and prepared in reasonable detail and in accordance with GAAPGAAP (except, in the case of the financial position statements referred to in subparagraph (b) of this subsection 6.1, that such financial statements need not contain footnotes and the results of operations of Holdings and its Subsidiaries, may be subject to normal year-end adjustments and absence of footnote disclosuresaudit adjustments).

Financial Statements. Each Loan Party shall maintainBorrower covenants and agrees that, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lendersas long as any Advance is outstanding: (a) Borrower will furnish to Lender, or cause to be furnished to Lender, as soon as available, but not later than 90 available and in any event within thirty (30) calendar days after the end of each Fiscal Yearcalendar month, a copy (i) statements of income and changes in stockholders’ equity of Borrower and, if applicable, Borrower’s Subsidiaries for the immediately preceding month, and related balance sheet as at the end of the immediately preceding month, all in reasonable detail, prepared by Borrower in accordance with GAAP applied on a consistent basis, and certified as to the fairness of presentation by the president or chief financial officer of Borrower, subject, however, to year-end audit adjustments and (ii) a Compliance Certificate. (b) Borrower will deliver to Lender, or cause to be furnished to Lender, as soon as available and in any event within ninety (90) calendar days after the close of each fiscal year: audited consolidated statements of income, changes in stockholders’ equity and unaudited Consolidating cash flows of Borrower, and, if applicable, Borrower’s Subsidiaries for such year, the related balance sheets of Holdings and each of its Subsidiaries sheet as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, (setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding fiscal year), all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, and accompanied by the report of any “Big Four” an opinion in form and substance satisfactory to Lender and prepared by an accounting firm reasonably satisfactory to Lender, or other nationally recognized independent certified public accounting firm reasonably accountants of recognized standing selected by Borrower and acceptable to Lender, as to said financial statements and a certificate signed by the Administrative Agent which report shall contain an unqualified opinion president or chief financial officer of Borrower stating that such consolidated said financial statements fairly present fairly in all material respects the financial position for condition and results of operations of Borrower and, if applicable, Borrower’s Subsidiaries as at the periods indicated in conformity with GAAP end of, and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of for, such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andyear. (bc) Borrower will deliver to Lender, or cause to be furnished to Lender, as soon as available, but not later than 45 available and in any event within ninety (90) calendar days after the end close of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating fiscal year: audited statements of income, shareholders’ equity income and cash flows of Parent for such year, the related balance sheet as of at the end of such Fiscal Quarter and year (setting forth in comparative form the corresponding figures for the portion of the Fiscal Year then endedpreceding fiscal year), each of which shall fairly presentall in reasonable detail, in all material respects, prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved, and accompanied by an opinion in form and substance satisfactory to Lender and prepared by an accounting firm reasonably satisfactory to Lender, or other independent certified public accountants of recognized standing selected by Parent and acceptable to Lender, as to said financial statements and a certificate signed by the president or chief financial officer of Parent stating that said financial statements fairly present the financial position condition and the results of operations of Holdings Parent as at the end of, and its Subsidiariesfor, subject such year. Financial statements required to normal yearbe delivered pursuant to Section 5.01(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent files such documents on the SEC’s ▇▇▇▇▇ system (or any successor thereto) or any other publicly available database maintained by the SEC, or provides a link thereto on Parent’s website on the Internet, to which Lender has access; or (ii) on which such documents are posted on Parent’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which Lender has access (whether a commercial, third-end adjustments and absence of footnote disclosuresparty website or whether sponsored by Lender).

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as As soon as availablereasonably practicable, but not later than 90 days after in any event prior to the end of each Fiscal YearClosing, a copy the Company shall prepare and deliver, or cause to be prepared and delivered, to Parent the historical financial information, which Parent reasonably determines is required to be audited and filed by Parent with the SEC pursuant to Item 9.01 of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries Current Report on Form 8-K as at contemplated by the end of such year Exchange Act and the related consolidated rules and Consolidating statements of income or operations, shareholders’ equity and cash flows for regulations promulgated thereunder as such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied required financial information is modified by any relief granted to Parent by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity SEC with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as respect to the scope of such financial information required to be filed together with an audit opinion thereon from the Audit Accountants (except for an explanatory paragraph solely as defined herein) in the form required by the SEC and applicable stock exchange (the “Historical Financial Information”). The Company covenants that the Historical Financial Information will be prepared in accordance with respect to or resulting solely from an upcoming scheduled maturity date GAAP as of the Loans or other series dates and for the periods indicated. The Company will also cooperate in all reasonable respects with Ernst & Young LLP (the “Audit Accountants”) in connection with this audit of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andHistorical Financial Information. (b) The Company will cooperate in all reasonable respects with Parent in Parent’s preparation of the pro forma financial information relating to the acquisition required pursuant to Item 9.01 of the Current Report on Form 8-K as soon contemplated by the Exchange Act and the rules and regulations promulgated thereunder (the “Pro Forma Financial Information,” and together with the Historical Financial Information, the “Required Financial Information”), providing access to such of the Company’s personnel, advisors and accountants as availablemay be necessary to prepare such Pro Forma Financial Information, but and generally cooperating with Parent’s reasonable requests in order to facilitate such preparation. (c) The parties further acknowledge that the foregoing financial information must be filed by Parent with the SEC under cover of an amendment to a Current Report on Form 8-K not later less than 45 seventy one (71) calendar days after the end initial filing of each such Current Report on Form 8-K, which initial filing must be filed by Parent with the SEC not less than four (4) days (as calculated under the SEC’s rules and regulations) after the Closing Date. Accordingly, time is of the first three Fiscal Quarters essence with respect to the observance of each Fiscal Yearthis covenant. The parties also acknowledge that any Parent filings under the Securities Act that require the Required Financial Information also necessitate timely cooperation, a copy including cooperation in the performance of incremental audit procedures necessary, by the unaudited consolidated Company to facilitate the execution and Consolidating balance sheets filing of Holdings an accountant’s consent. The Company covenants and each of its Subsidiaries, agree to promptly cooperate from and after the related consolidated Closing Date to facilitate such actions and Consolidating statements of income, shareholders’ equity will use commercially reasonable efforts to cause the Audit Accountants to perform such procedures and cash flows deliver any such consent from time to time as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresrequested by Parent.

Financial Statements. Each Loan Party shall maintain, and shall cause Furnish to each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at the end of such year and the related audited consolidated and Consolidating statements of income or operations, shareholders’ equity and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “reported on without a "going concern” " or like qualification or exception exception, or any qualification or exception as to arising out of the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans audit, by Price Waterhouse LLP or other series independent certified public accountants of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andnationally recognized standing; (b) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Yearfiscal year of the Borrower, a copy of the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of at the end of such Fiscal Quarter quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the Fiscal Year then endedfiscal year through the end of such quarter, setting forth in each of which shall case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly present, stated in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, respects (subject to normal year-end adjustments audit adjustments); and (c) as soon as available, but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower (other than the third, sixth, ninth and absence twelfth such month), the unaudited consolidated balance sheets of footnote disclosuresthe Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Financial Statements. Each Loan Party shall maintain, and The Company shall cause to be furnished to Newco and, at Newco's request, to Newco's lender or to the Agent: (i) as soon as practicable and in any event within 45 days after the end of each interim fiscal quarter, statements of income and cash flows of the Company and its Subsidiaries for such period and for the period from the beginning of the then current fiscal year to maintainthe end of such quarter and a balance sheet of the Company and its Subsidiaries as of the end of such quarter, a system setting forth in each case, in comparative form, figures for the corresponding periods in the preceding fiscal year, certified as accurate by the chief financial officer or treasurer of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are the Company, subject to normal changes resulting from normal, recurring year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: ; (aii) as soon as available, but not later than practicable and in any event within 90 days after the end of each Fiscal Yearfiscal year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows of the Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date a balance sheet of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated Company and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter and year, setting forth in each case, in comparative form, corresponding figures for the portion preceding fiscal year and as of the Fiscal Year then endedend of the preceding fiscal year, each audited by independent certified public accountants selected by the Company and reasonably satisfactory to Newco; and (iii) as soon as practicable (but in any event not more than five business days after the president or chief financial officer of which the Company obtains knowledge of the occurrence of an event or the existence of a circumstance giving rise to an Event of Default or a Development Default), notice of any and all Events of Default or Development Defaults hereunder. All financial statements delivered to Newco, and if applicable, Newco's lender or the Agent pursuant to the requirements of this Section 7.1 shall fairly present, in all material respects, be prepared in accordance with GAAP, generally accepted accounting principles consistently applied. The Company authorizes Newco to discuss the financial position condition of the Company with the Company's independent public accountants and agrees that such discussion or communication shall be without liability to either Newco or the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresCompany's independent public accountants.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP Within thirty (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a30) as soon as available, but not later than 90 days after the end of each Fiscal Accounting Period, Tenant shall furnish to Landlord an unaudited operating statement for the Facility, including until the first Accounting Period commencing after the occurrence of the Base Year, a copy occupancy percentages. In addition, Tenant shall provide Landlord with information relating to Tenant and its operation of the audited consolidated Leased Property that (a) may be required in order for Landlord to prepare financial statements in accordance with GAAP or to comply with applicable securities laws and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year regulations and the related consolidated SEC's interpretation thereof and Consolidating statements (b) is of income or operationsthe type that the Guarantor and its Affiliated Persons customarily prepare for other assisted living facility owners; provided, shareholders’ equity however, that (i) Tenant reserves the right, in good faith, to challenge and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied require Landlord to use commercially reasonable efforts to challenge any assertion by the report SEC, any other applicable regulatory authority, or Landlord's independent public accountants that applicable law, regulations or GAAP require the provision or publication of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent Proprietary Information, (ii) Landlord shall not, without Tenant's consent (which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and consent shall not be subject unreasonably withheld, delayed or conditioned), acquiesce to any “going concern” such challenged assertion until Landlord has exhausted all reasonable available avenues of administrative review, and (iii) Landlord shall consult with Tenant in pursuing any such challenge and will allow Tenant to participate therein if and to the extent that Tenant so elects. Landlord acknowledges that the foregoing does not constitute an agreement by Tenant either to join in any Landlord filing with or like qualification or exception appearance before the SEC or any qualification other regulatory authority or exception as to take or consent to any other action which would cause Tenant to be liable to any third party for any statement or information other than those statements incorporated by reference pursuant to clause (a) above. Any and all costs and expenses incurred by Tenant, including without limitation reasonable attorneys fees and expenses, in connection with providing information to Landlord in connection with any challenge to an SEC assertion (including Tenant's consultation or participation with Landlord in respect of same) shall be reimbursed to Tenant by Landlord within ten (10) days following written demand by Tenant. If Landlord fails to so reimburse Tenant within said 10-day period Tenant shall be entitled to offset against Rent thereafter coming due any such unreimbursed sums, together with interest thereon at the Disbursement Rate from the date of such demand to the scope date actually paid or offset. Subject to any Facility Mortgagee entering into such confidentiality agreement with Tenant as Tenant may reasonably require, Landlord may at any time, and from time to time, provide any Facility Mortgagee with copies of such audit (except for an explanatory paragraph solely any of the foregoing statements. In addition, Landlord shall have the right, from time to time at Landlord's sole cost and expense, upon reasonable Notice, during Tenant's customary business hours, to cause Tenant's books and records with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g)Leased Property to be audited by auditors selected by Landlord at the place where such books and records are customarily kept, provided that, prior to conducting such audit, Landlord shall enter into a confidentiality agreement with Tenant, such agreement to be in each caseform and substance reasonably satisfactory to Landlord, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, Tenant and the related consolidated and Consolidating statements Guarantor. The cost of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which any audit shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresbe borne by Landlord.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent and Agent, with sufficient copies for distribution to each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not later than 90 in any event within two hundred seventy (270) days after the end of each Fiscal Yearfiscal year of the Company, a copy of the audited consolidated (and unaudited Consolidating if the Company has one or more Subsidiaries at such time, consolidating) balance sheets sheet of Holdings the Company and each of its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated (and Consolidating if applicable, consolidating) statements of income or operations, shareholders’ equity and of cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any reported on without a “going concern” or like qualification or exception exception, or any qualification or exception as to arising out of the scope of such audit (except for an explanatory paragraph solely with respect the audit, by independent certified public accountants of nationally recognized standing and reasonably acceptable to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andAdministrative Agent; (b) as soon as available, but not later than 45 in any event within forty-five (45) days after the end of each fiscal quarterly period of each fiscal year of the first three Fiscal Quarters Company following the consummation of each Fiscal Yeara Qualified IPO, a copy of the unaudited consolidated and Consolidating consolidating balance sheets sheet of Holdings the Company and each of its Subsidiariesconsolidated (and if the Company has one or more Subsidiaries at such time, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows consolidating) Subsidiaries as of at the end of such Fiscal Quarter fiscal quarter and the related unaudited consolidated (and if the Company has one or more Subsidiaries at such time, consolidating) statements of income and of cash flows for such fiscal quarter and the portion of the Fiscal Year then endedfiscal year through the end of such fiscal quarter; provided, each of which the foregoing shall include a breakdown by month and shall present comparative figures for the corresponding periods of the previous fiscal year, and shall be certified by a Responsible Officer as fairly present, stated in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, respects (subject to normal year-end adjustments audit adjustments); and (c) as soon as available, but in any event not later than thirty (30) days after the end of each month (or, for any month ending after the consummation of a Qualified IPO, no later than forty-five (45) days after the end of each month that is not the last month of a fiscal quarter of the Company), the unaudited consolidated (and absence if the Company has one or more Subsidiaries at such time, consolidating) balance sheet of footnote disclosuresthe Company and its consolidated Subsidiaries as at the end of such month and the related unaudited consolidated (and if applicable, consolidating) statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods. Additionally, documents required to be delivered pursuant to this Section 6.1 and Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC), and Section 6.8(i) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Company posts such documents, or provides a link thereto, either: (i) on the Company’s website on the Internet at the website address listed in Section 10.2; or (ii) when such documents are posted electronically on the Company’s behalf on an Internet or Intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; provided that the Borrower shall notify (by electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as availablePrior to the Closing, but not later than 90 days after Seller shall use reasonable best efforts to cause to be prepared and delivered to Purchaser the end of each Fiscal Year, a copy of the (i) audited consolidated and unaudited Consolidating combined balance sheets of Holdings the Business as of December 31, 2022 and each of its Subsidiaries as at the end of such year December 31, 2023 and the (ii) respective related consolidated and Consolidating audited combined statements of income or operationsincome, shareholders’ shareholder’s equity and cash flows of the Business (taking into account the Corporate Functions used by the Business), for such Fiscal Yearthe fiscal years ended December 31, setting forth 2022 and December 31, 2023, and the last day of any subsequent fiscal year ended at least ninety (90) calendar days before the Closing Date, in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any together with an “Big Fourunqualified” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified audit opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely issued with respect to or resulting solely from an upcoming scheduled maturity date of such audited financial statements by the Loans or other series of Indebtedness permitted under Section 7.05(gBusiness’s independent auditor (such audited financial statements referred to in the foregoing clauses (i) and (ii), collectively, the “Audited Financial Information”). The Audited Financial Information shall (A) be prepared in each casegood faith and, occurring within one year from except as set forth in the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respectsnotes thereto, in accordance with GAAP, consistently applied throughout the periods covered thereby, (B) fairly present the financial position condition and the results of operations of Holdings the Business (taking into account the Corporate Functions used by the Business), as of the dates and its Subsidiariesfor the periods therein specified, subject (C) be derived from books and records of Seller that are regularly maintained by management of Seller in accordance with GAAP and (D) have been reviewed in accordance with the applicable procedures of the American Institute of Certified Public Accountants. (b) During the period commencing as of the date hereof and continuing until the Closing, Seller shall use reasonable best efforts to normal year-deliver the financial information of the Acquired Companies for each calendar month in the form set forth on Schedule 6.9(b) of the Seller Disclosure Schedules to Purchaser within ten (10) Business Days of the end adjustments and absence of footnote disclosuressuch calendar month.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Company shall deliver to the Administrative Agent and each Lender by Electronic Transmission Bank, in form and in detail reasonably satisfactory to the Administrative Agent and the Required LendersMajority Banks: (a) as soon as available, but not later than 90 100 days after the end of each Fiscal Yearcalendar year, a copy of the audited consolidated balance sheet of the Company and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at of the end of such year and the related audited consolidated and Consolidating statements of income or operations, shareholders’ equity operations and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearcalendar year, and accompanied by the report opinion of any “Big Four” or other nationally a nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent (“Independent Auditor”) which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly in all material respects the financial position of the Company and its Subsidiaries on a consolidated basis for the periods indicated in conformity with GAAP and consistently applied. Such opinion shall not be subject to qualified or limited because of a restricted or limited examination by the Independent Auditor of any “going concern” or like qualification or exception material portion of the Company’s or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)Material Subsidiary’s records; and (b) as soon as available, but not later than 45 50 days after the end of each of the first three Fiscal Quarters calendar quarters of each Fiscal Yearcalendar year, a copy of the unaudited consolidated balance sheet of the Company and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter quarter and the related unaudited consolidated statements of operations and cash flows for the portion period commencing on the first day and ending on the last day of the Fiscal Year then endedsuch quarter, each of which shall certified by a Responsible Officer as fairly present, in all material respectspresenting, in accordance with GAAPGAAP (subject to the absence of footnotes and ordinary, good faith year-end audit adjustments), the financial position and the results of operations of Holdings the Company and its SubsidiariesSubsidiaries on a consolidated basis; provided, subject that if the Company has one or more designated Unrestricted Subsidiaries during any period in respect of which the Company is required to normal year-deliver financial statements pursuant to Section 6.01(a) or (b), the Company shall concurrently deliver to the Agent and each Bank corresponding unaudited consolidating financial statements of each such Unrestricted Subsidiary as of the end adjustments of and absence of footnote disclosuresfor such period.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Representative shall deliver to the Administrative Agent and (for further distribution to each Lender Lender) by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, beginning with the first Fiscal Year ending after the Closing Date, a copy of the audited consolidated combined and unaudited Consolidating combining balance sheets of Holdings (i) the EINA Borrowers and their Subsidiaries and (ii) the EICA Borrowers and their Subsidiaries (including upon request, in each case, the unaudited consolidating balance sheets of its the EINA Borrowers and their Subsidiaries and the EICA Borrowers and their Subsidiaries) as at the end of such year and the related consolidated audited combined and Consolidating unaudited combining statements of income or operations, audited combined statements of shareholders’ equity and audited combined and unaudited combining statements of cash flows (including upon request, in each case, the unaudited consolidating statements of income or operations, unaudited consolidating statements shareholders’ equity and unaudited consolidated statements of cash flows of (x) the EINA Borrowers and their Subsidiaries and (y) the EICA Borrowers and their Subsidiaries) for such Fiscal YearYear and, setting forth in each case in comparative form the figures for the previous Fiscal Yearcase, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion opinion, stating that such consolidated combined financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and shall not be subject to include any “going concern” or like qualification or exception or any qualification or exception explanatory paragraph expressing substantial doubt as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)going concern status; and (b) as soon as available, but not later than 45 thirty (30) days after the end of each of the first three Fiscal Quarters fiscal month of each Fiscal Yearyear, a copy of the unaudited consolidated combined and Consolidating combining balance sheets of Holdings (i) the EINA Borrowers and their Subsidiaries and (ii) the EICA Borrowers and their Subsidiaries (including upon request, in each case, the unaudited consolidating balance sheets of its (x) the EINA Borrowers and their Subsidiaries and (y) the EICA Borrowers and their Subsidiaries), and the related consolidated combined and Consolidating combining statements of income, shareholders’ equity income and combined statements of cash flows (including upon request, in each case, the unaudited consolidating statements of income and unaudited consolidated statements of cash flows of (1) the EINA Borrowers and their Subsidiaries and (2) the EICA Borrowers and their Subsidiaries) as of the end of such Fiscal Quarter fiscal month and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall (A) the EINA Borrowers and their Subsidiaries and (B) the EICA Borrowers and their Subsidiaries by an appropriate Responsible Officer of the Borrower Representative as fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings (I) the EINA Borrowers and its their Subsidiaries and (II) the EICA Borrowers and their Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintainAs soon as reasonably available after the date of this Agreement, Monroe will deliver to ONB any additional audited consolidated financial statements which have been prepared on its behalf or at its direction, the monthly consolidated unaudited balance sheets and profit and loss statements of Monroe prepared for its internal use, Monroe Bank’s Call Reports for each quarterly period completed prior to the Effective Time, and all other financial reports or statements submitted to regulatory authorities after the date hereof, to the extent permitted by law (collectively, “Subsequent Monroe Financial Statements”). The Subsequent Monroe Financial Statements will be prepared on a basis consistent with past accounting practices and GAAP to the extent applicable and shall cause each present fairly the financial condition and results of its Subsidiaries to maintain, a system operations as of accounting established the dates and administered for the periods presented (except in accordance with sound business practices to permit the preparation case of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-unaudited financials or Call Report information for the absence of notes and/or year end adjustments). The Parent Borrower shall Subsequent Monroe Financial Statements, including the notes thereto, will not include any assets, liabilities or obligations or omit to state any assets, liabilities or obligations, absolute or contingent, or any other facts, which inclusion or omission would render such financial statements inaccurate, incomplete or misleading in any material respect. As soon as internally available after the date of this Agreement, ONB will deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the Monroe any additional audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements which have been prepared on its behalf or at its direction and the quarterly consolidated unaudited balance sheets and profit and loss statements of ONB (collectively, “Subsequent ONB Financial Statements”). The Subsequent ONB Financial Statements will be prepared on a basis consistent with past accounting practices and GAAP to the extent applicable and shall present fairly in all material respects the financial position condition and results of operations as of the dates and for the periods indicated presented (except in conformity with GAAP and shall the case of unaudited financials or Call Report information for the absence of notes and/or year end adjustments). The Subsequent ONB Financial Statements, including the notes thereto, will not be subject include any assets, liabilities or obligations or omit to state any “going concern” assets, liabilities or like qualification obligations, absolute or exception contingent, or any qualification other facts, which inclusion or exception as to the scope of omission would render such audit (except for an explanatory paragraph solely with respect to financial statements inaccurate, incomplete or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), misleading in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all any material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresrespect.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly and quarterly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersTransmission: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets sheet of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to Agent or any other independent public accounting firm (if not a “Big Four” or other nationally-recognized independent public accounting firm) acceptable to Agent in its sole discretion (it being agreed that, as of the Administrative Agent Closing Date, BDO ▇▇▇▇▇▇▇, LLP is acceptable to Agent) which report shall contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit applied on a basis consistent with prior years (except for an explanatory paragraph solely with respect such year to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness year inconsistencies as may arise due to a change in GAAP permitted under Section 7.05(ghereunder), in each case, occurring within one year from the time such report is delivered); and; (b) as soon as available, but not later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of Quarter in each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and (c) as soon as available, but not later than thirty (30) days after the end of each fiscal month; a copy of the unaudited consolidated balance sheet of Holdings and its Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and (d) on the 30th day following the Closing Date and each 30th day thereafter, a forecast, in a format reasonably satisfactory to the Required Lenders, of the receipts and disbursements of the Credit Parties and their respective domestic and foreign Subsidiaries for the next thirteen (13) weeks, together with a reconciliation in respect of actual receipts and disbursements in comparison to the Budget for the immediately preceding week.

Financial Statements. Each Loan Party The Borrower Parties shall maintain, for themselves, and shall cause each of its Subsidiaries the Macerich Core Entities to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit the preparation of consolidated financial statements in conformity with GAAP (provided that monthly GAAP. Each of the financial statements and reports described below shall not be required to have footnote disclosures prepared from such system and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission records and in detail form reasonably satisfactory to the Administrative Agent, and shall be provided to Administrative Agent (and the Required Lenders:Administrative Agent shall provide a copy to each requesting Lender): (a1) as As soon as availablepracticable, but not later than 90 and in any event within ninety (90) days after the end close of each Fiscal Yearfiscal year of MAC, a copy the consolidated balance sheet of the audited consolidated MAC and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at of the end of such fiscal year and the related consolidated and Consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows flow of MAC and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures consolidated or combined figures, as the case may be, for the previous Fiscal Yearfiscal year, all in reasonable detail and accompanied by the a report thereon of any “Big Four” PricewaterhouseCoopers or other nationally recognized independent certified public accounting firm accountants of recognized national standing selected by the Borrower and reasonably acceptable satisfactory to the Administrative Agent Agent, which report shall contain an be unqualified opinion stating (except for qualifications that the Required Lenders do not, in their discretion, consider material) and shall state that such consolidated financial statements fairly present fairly in all material respects the financial position of MAC and its Subsidiaries as at the date indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely as otherwise stated therein) and that the examination by such accountants in connection with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), such consolidated financial statements has been made in each case, occurring within one year from the time such report is delivered); andaccordance with generally accepted auditing standards; (b2) as As soon as availablepracticable, but not later than 45 and in any event within fifty (50) days after the end close of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of MAC, a copy of the unaudited consolidated for MAC and Consolidating balance sheets of Holdings and each of its Subsidiaries, unaudited balance sheets as at the close of each such period and the related consolidated and Consolidating combined statements of income, shareholders’ equity income and cash flows as flow of MAC and its Subsidiaries for such quarter and the portion of the fiscal year ended at the end of such Fiscal Quarter and quarter, setting forth in each case in comparative form the consolidated or combined figures, as the case may be, for the portion corresponding periods of the Fiscal Year then endedprior fiscal year, each all in reasonable detail and in conformity with GAAP (except as otherwise stated therein), together with a representation by a Responsible Financial Officer, as of which shall fairly presentthe date of such financial statements, in all material respects, that such financial statements have been prepared in accordance with GAAPGAAP (provided, however, that such financial statements may not include all of the information and footnotes required by GAAP for complete financial information) and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position information contained therein; (3) Together with each delivery of any quarterly or annual report pursuant to paragraphs (1) through (2) of this Section 7.1, MAC shall deliver a Compliance Certificate signed by MAC’s Responsible Financial Officer representing and certifying (1) that the results Responsible Financial Officer signatory thereto has reviewed the terms of operations the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of Holdings the transactions and consolidated financial condition of MAC and its Subsidiaries, subject during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at the date of such Compliance Certificate, of any condition or event which constitutes an Event of Default or Potential Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower Parties or their Subsidiaries have taken, are taking and propose to normal yeartake with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Article 8, (3) a schedule of Total Liabilities in respect of borrowed money in the level of detail disclosed in MAC’s Form 10-end adjustments Q filings with the Securities and absence Exchange Commission, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, and (4) a schedule of footnote disclosuresEBITDA. (4) To the extent not otherwise delivered pursuant to this Section 7.1, copies of all financial statements and financial information delivered by the Borrower and MAC (or, upon Administrative Agent’s request, any Subsidiaries of such Persons) from time to time to the holders of any Indebtedness for borrowed money of such Persons; and (5) Copies of all proxy statements, financial statements, and reports which the Borrower or MAC send to their respective stockholders or limited partners, and copies of all regular, periodic and special reports, and all registration statements under the Act which the Borrower or MAC file with the Securities and Exchange Commission or any Governmental Authority which may be substituted therefore, or with any national securities exchange; provided, however, that there shall not be required to be delivered hereunder such copies for any Lender of prospectuses relating to future series of offerings under registration statements filed under Rule 415 under the Act or other items which such Lender has indicated in writing to the Borrower or MAC from time to time need not be delivered to such Lender. (6) Notwithstanding the foregoing, it is understood and agreed that to the extent MAC files documents with the Securities and Exchange Commission and such documents contain the same information as required by subsections (1), (2), (3) (only with respect to subclause (3)), (4) and (5) above, the Borrower may deliver copies, which copies may be delivered electronically, of such forms with respect to the relevant time periods in lieu of the deliveries specified in such clauses.

Financial Statements. Each Loan Party shall maintainWithin ten (10) days after Grantor’s written request therefore, and shall cause each Grantee must deliver to Grantor the current audited annual financial statements of its Subsidiaries to maintainGrantee, including an opinion of a certified public accountant, a system of accounting established balance sheet and administered profit and loss statement, all prepared in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP generally accepted accounting principles consistently applied (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustmentscollectively, Grantee’s “Financial Statements”). The Parent Borrower shall deliver to the Administrative Agent If Grantee does not then have its Financial Statements audited, Grantee must forward unaudited Financial Statements certified by Grantee’s chief financial officer as true, complete and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, correct in all material respects. Grantee’s failure to timely comply with this Section 17.21 shall be an Event of Default hereunder. Grantor hereby agrees to maintain Grantee’s Financial Statements as proprietary and confidential and agrees not to disclose Grantee’s Financial Statements to any third party other than any lender, mortgagee, or prospective purchaser of the Building, the Underlying Lease and/or the Demised Premises, and Grantor’s attorneys, accountants and similar business advisors. Notwithstanding the foregoing, this Section 17.21 shall not apply to Grantee if, and so long as, (i) the entity named as “Grantee” under this Agreement is a publicly traded entity that is traded on a nationally recognized stock exchange, and/or (ii) the Guaranty is in full force and effect and there is no default by Guarantor thereunder. For the avoidance of doubt, in the event that (a) the Guarantee is not in full force and effect or there exists a default by Guarantor thereunder, and (b) the entity that is named as “Grantee” under this Agreement is merely an affiliate or subsidiary of an entity that is publicly traded on a nationally recognized stock exchange (i.e., the entity that is named as “Grantee” under this Agreement is not an entity that is (itself) actually publicly traded on a nationally recognized stock exchange), then Grantee’s obligation to provide its Financial Statements, in accordance with GAAPthis Section 17.21, shall remain in effect - the financial position and the results publicly traded nature of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresparent or affiliate notwithstanding.

Financial Statements. Each Loan Party Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements required to be delivered hereunder in conformity with GAAP (provided that quarterly and monthly financial statements shall not be required to have footnote disclosures and are subject to normal month-end, quarter-end and year-end adjustments, as applicable). The Parent Borrower Borrowers shall deliver to the Administrative Term Agent and each Lender by Electronic Transmission the Term Lenders and in form and detail reasonably satisfactory to the Administrative Agent and the Required LendersTerm Agent: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal YearYear ((or within one hundred twenty (120) days for the Fiscal Year ending December 31, a copy 2019)), copies of the audited consolidated Consolidated balance sheet of MediaCo and unaudited Consolidating balance sheets of Holdings and its Consolidated Subsidiaries, in each of its Subsidiaries case, as at the end of such year and the related consolidated and Consolidating Consolidated statements of income or operations, shareholders’ equity and cash flows of each such Person and its Consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report reports and opinions of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent Term Agent, which report reports and opinions shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “certified without a going concern” concern or like qualification or exception or and without any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrowers’ independent certified public accountants), stating that such financial statements fairly present, in all material respects, the financial position and results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with respect to or resulting solely from an upcoming scheduled maturity date GAAP applied on a basis consistent with prior years; (b) beginning with the first full month of operations, as soon as available, but not later than thirty (30) days after the end of each Fiscal Month, copies of the Loans or other series unaudited Consolidated balance sheet of Indebtedness permitted under Section 7.05(g)MediaCo and its Consolidated Subsidiaries, in each case, occurring within one year from as at the time end of such report is delivered)month and the related Consolidated statement of income or operations of each such Person and its Consolidated Subsidiaries for such Fiscal Month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in all material respects, the financial position and the results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior months, subject to normal month-end adjustments and absence of footnote disclosures; and (bc) as soon as available, but not later than 45 forty-five (45) days (or within sixty (60) days after the end of each of the first three Fiscal Quarters Quarter ending March 31, 2020) after the end of each Fiscal YearQuarter (commencing with the Fiscal Quarter ending March 31, a copy 2020), copies of the unaudited consolidated Consolidated balance sheet of MediaCo and Consolidating balance sheets of Holdings and each of its Consolidated Subsidiaries, in each case, as at the end of such quarter and the related consolidated and Consolidating Consolidated statements of incomeincome or operations, shareholders’ equity and cash flows as of the end of each such Person and its Consolidated Subsidiaries for such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall fairly presentthe Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in accordance with GAAPall material respects, the financial position and the results of operations of Holdings each such Person and its SubsidiariesConsolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior quarters, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each Guarantor has heretofore furnished to Buyer a copy of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after consolidated balance sheet and the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at for the end of such fiscal year ended the Annual Financial Statement Date and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for Guarantor and its consolidated Subsidiaries for such Fiscal Yearfiscal year with the opinion thereon of Ernst & Young LLP or successor thereto acceptable to Buyer and (b) consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for the fiscal quarter ending December 31, 2018 and the related consolidated statements of income and retained earnings and of cash flows for Guarantor and its consolidated Subsidiaries for such fiscal quarter setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that year. All such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP are complete and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated correct and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, the consolidated financial condition of Guarantor and its Subsidiaries and the consolidated results of their operations as at such dates and for such period, all in accordance with GAAPGAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial position and the results condition of operations of Holdings Guarantor and its Subsidiariesconsolidated Subsidiaries taken as a whole from that set forth in said financial statements nor is Guarantor aware of any state of facts which (without notice or the lapse of time) would result in any such material adverse change. Guarantor does not have, subject on the Annual Financial Statement Date any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for Taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Guarantor except as heretofore disclosed to normal year-end adjustments and absence of footnote disclosuresBuyer in writing.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries Borrower will furnish to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as availableavailable to Borrower, but not later than 90 in any event within 15 days after the end close of each Fiscal Yearmonth, a full and complete signed copy of financial statements, which shall include a balance sheet of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries Borrower, as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Yearmonth, and accompanied statement of profit and loss of the Borrower reflecting the results of its operations during such month and shall be prepared by the report of any “Big Four” or other nationally recognized independent Borrower and certified public by Borrower's chief financial officer as to correctness in accordance with generally accepted accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be principles, consistently applied, subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andyear-end adjustments; (b) as soon as availableavailable to Borrower, but not later than 45 in any event within 30 days after the end close of each quarterly period of its fiscal year, a full and complete signed copy of financial statements, prepared by certified public accountants acceptable to Lender, which shall include a balance sheet of the first three Fiscal Quarters of each Fiscal YearBorrower, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of at the end of such Fiscal Quarter quarter, and for the portion statement of profit and loss of the Fiscal Year then endedBorrower reflecting the results of its operations during such quarter, each bearing the opinion of which shall fairly present, in all material respects, such certified public accountants and prepared on a compiled basis in accordance with GAAPgenerally accepted accounting principles, consistently applied, subject to year-end adjustments; (c) as soon as available to Borrower, but in any event within 90 days after the close of each fiscal year, a full and complete signed copy of financial position statements, prepared by certified public accountants acceptable to Lender, which shall include a balance sheet of the Borrower, as at the end of such year, and statement of profit and loss of the Borrower reflecting the results of its operations during such year, bearing the opinion of Holdings such certified public accountants and its Subsidiariesprepared on an audited basis in accordance with generally accepted accounting principles, subject consistently applied together with any so-called management letter; (d) on or before May 1 of each year or such other date approved by the Lender, Borrower's filed federal and state tax returns for the prior year; (e) from time to normal year-end adjustments time, such financial data and absence information about Borrower as Lender may reasonably request; and (f) any financial data and information about any guarantors of footnote disclosuresthe Obligations as Lender may reasonably request.

Financial Statements. Each Loan Party shall maintain(a) As of the date hereof, Seller has provided annual unaudited balance sheets and shall cause each income statements of its Subsidiaries to maintainthe Company and any subsidiaries from inception as of and through December 31, a system of accounting established and administered in accordance with sound business practices to permit 2018 (the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments“Unaudited Financial Statements”). The Parent Borrower shall deliver to Unaudited Financial Statements are based on the Administrative Agent books and each Lender by Electronic Transmission records of Seller, are accurate in all material respects and in detail reasonably satisfactory to fairly present the Administrative Agent financial condition of Seller as of the respective dates they were prepared and the Required Lenders:results of the operations of Seller for the periods indicated. (ab) as soon as availableSeller, but not later than 90 days after shall provide to Buyer the end of each Fiscal Year, a copy of the annual audited consolidated and unaudited Consolidating balance sheets of Holdings the Company and each any subsidiaries from inception as of its Subsidiaries as at the end of such year and through December 31, 2018 and the related consolidated and Consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows of the Company and any subsidiaries for the fiscal years then ended (collectively, the “Annual Financial Statements”). The Company and any subsidiaries shall make the Annual Financial Statements available to the Buyer not less than fourteen (14) Business Days prior to the Closing Date. (c) Seller shall provide to Buyer quarterly, reviewed financial statements of the Company and any subsidiaries for each fiscal quarter and year-to-date through the most recent fiscal quarter-end that occurs prior to Closing for the period beginning on January 1, 2019 and ending on the date of such Fiscal Yearfinancial statements. Such financial statements are collectively referred to herein as the “Interim Financial Statements”, setting and together with the Annual Financial Statements and the Required Audited Financial Statements, the “Financial Statements.” Seller shall also provide to Buyer monthly unaudited balance sheets of the Company and any subsidiaries as of the final day of each month between the Balance Sheet Date and the date hereof, and for each such balance sheet, the related statements of income and stockholders’ equity of the Company and any subsidiaries for the period beginning on January 1, 2019 and ending on the date of each such unaudited balance sheet. The Company and any subsidiaries shall make the quarterly, reviewed financial statements and the monthly unaudited balance sheets available to the Buyer not less than fourteen (14) Business Days prior to the Closing Date. (d) The Financial Statements are based on the books and records of Seller, are accurate in all material respects and fairly present the financial condition of Seller as of the respective dates they were prepared and the results of the operations of Seller for the periods indicated. The balance sheet of Seller as of December 31, 2018 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of Seller as of March 31, 2019 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” (e) The Financial Statements shall be prepared in accordance with GAAP from the books and records of the Company, and such books and records will have been maintained on a basis consistent with GAAP. Each balance sheet included in the Financial Statements (including the related notes and schedules) shall fairly present the financial position of the Company as of the date of such balance sheet, and each statement of income and cash flows included in the Financial Statements (including the related notes and schedules) shall fairly present the results of operations and changes in cash flows of the Company for the periods set forth therein, in each case in comparative form accordance with GAAP. Since the figures for Balance Sheet Date, there shall have been no change in any accounting (or tax accounting) policy, practice or procedure of the previous Fiscal Year, Company. The Company maintains accurate books and accompanied by records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls sufficient to provide reasonable assurances regarding the report reliability of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to financial reporting and the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated preparation of annual financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, external purposes in accordance with GAAP. (f) Seller has maintained financial information and records of Seller, reflecting Seller’s financial operations, assets, and liabilities such that financial statements of Seller for the financial position and time periods required by Regulation S-X promulgated under the results Securities Act of operations of Holdings and its Subsidiaries1933, subject as amended, can be audited by an accounting firm qualified by the Public Company Accounting Oversight Board prior to normal year-end adjustments and absence of footnote disclosuresthe Closing (the “Required Audited Financial Statements”).

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the -------------------- Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersMajority Banks, and with sufficient copies for each Bank: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of the Ultimate Parent and unaudited Consolidating balance sheets its consolidated Subsidiaries and of Holdings the Borrower and each of its Subsidiaries consolidated subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ members' equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report opinion of any “Big Four” PricewaterhouseCoopers LLP or other nationally another nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly fairly, in all material respects respects, the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes agreed upon by the Ultimate Parent and/or the Borrower, on the one hand, and such auditors, on the other hand, which are disclosed and described in such statements); such opinion shall not be subject to qualified or limited because of a restricted or limited examination by such accountant of any “going concern” or like qualification or exception material portion of the records of the Ultimate Parent, the Borrower or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andtheir respective Subsidiaries; (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated balance sheet of the Ultimate Parent and Consolidating balance sheets its Subsidiaries and of Holdings the Borrower and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of each such Fiscal Quarter and the related consolidated statements of income, members' equity and cash flows for the portion period commencing on the first day and ending on the last day of such Fiscal Quarter, and certified to by a Responsible Officer of the Fiscal Year then ended, each Ultimate Parent and of which shall the Borrower as being complete and correct and fairly present, presenting in all material respects, in accordance with GAAPGAAP (except for the absence of footnotes and subject to normal year-end adjustments), the financial position and the results of operations of Holdings the Ultimate Parent and its Subsidiaries and of the Borrower and its Subsidiaries; and (c) as soon as available, but not later than 30 days after the end of each month, a copy of the unaudited consolidated balance sheet of the Ultimate Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries as of the end of such month and the related statements of income, members' equity and cash flows for the period commencing on the first day and ending on the last day of such month, and certified by a Responsible Officer of the Ultimate Parent and the Borrower as being complete and correct and fairly presenting in all material respects, in accordance with GAAP (except for the absence of footnotes and subject to normal year-end adjustments adjustments), the financial position and absence the results of footnote disclosuresoperations of the Ultimate Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries.

Financial Statements. Each Loan Party shall maintain, The Company will keep books of account and shall prepare financial statements and will cause to be furnished to each Purchaser and each other Holder (all of its Subsidiaries the foregoing and following to maintain, a system of accounting established be kept and administered prepared in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:United States generally accepted accounting principles applied on a consistent basis): (a) as As soon as available, but not later than 90 and in any event within one hundred twenty (120) days after the end of each Fiscal Yearfiscal year of the Company, beginning with the fiscal year ending December 31, 1996, (i) a copy of the audited financial statements of the Company for such fiscal year containing a consolidated and unaudited Consolidating consolidating balance sheets sheet, statement of Holdings income, statement of shareholders' equity, and statement of cash flows, each of its Subsidiaries as at the end of such fiscal year and for the related consolidated period then ended and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case setting forth in comparative form the figures for the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and accompanied audited and certified by the report of any “Big Four” Ernst & Young, or other nationally recognized independent certified public accounting firm reasonably acceptable accountants of recognized standing selected by the Company and consented to by the Holders and (ii) a comparison of the actual results during such fiscal year to those originally budgeted by the Company prior to the Administrative Agent which beginning of such fiscal year and a narrative description and explanation of any budget variances. The annual audit report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall required by this Agreement will not be subject qualified by or make reference to any “disclosure that the Company may not continue as a going concern” concern or like qualification otherwise be qualified or exception limited because of restricted or limited examination by the accountant of any qualification or exception as to the scope portion of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date any of the Loans or other series records of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andCompany. (b) as As soon as available, but not later than 45 and in any event within thirty (30) days after the end of each of the first three Fiscal Quarters of each Fiscal Yearcalendar month, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating consolidating financial statements of income, shareholders’ equity and cash flows the Company as of the end of such Fiscal Quarter calendar month and for the portion of the Fiscal Year fiscal year then ended, containing a balance sheet, a statement of retained earnings, statement of income, and statement of cash flows, in each case setting forth in comparative form the figures for the corresponding period of the preceding fiscal year and all in reasonable detail, including, without limitation, a comparison of the actual results during such period to those originally budgeted by the Company prior to the beginning of such fiscal period and for the fiscal year to date. (c) Within forty-five (45) days after the beginning of each fiscal year, an annual budget or business plan for such fiscal year, including a projected consolidated and consolidating balance sheet, income statement, and cash flow statement for such year, and, promptly during each fiscal year, all revisions thereto approved by the board of directors of the Company. (d) Concurrently with the delivery of each of which shall fairly presentthe financial statements referred to in Section 4.01(a) and, on the request of any Purchaser, Section 4.01(b), a certificate of an authorized officer of the Company in all material respects, form and substance satisfactory to the Holders (i) certifying that the financial statements attached to such certificates have been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied and fairly and accurately present (subject to year-end audit adjustments) the consolidated and consolidating financial condition and results of operations of the Company at the date and for the period indicated therein, and (ii) containing a narrative report of the financial position business and affairs of the Company that includes, but is not limited to, a discussion of the results of operations compared to those originally budgeted for such period by the Company prior to the beginning of Holdings such period. (e) As soon as available, a copy of each (i) financial statement, report, notice, or proxy statement sent by the Company to its shareholders; (ii) regular, periodic, or special report, registration statement, or prospectus filed by the Company with any securities exchange, state securities regulator, or the Commission; (iii) material order issued by any court, governmental authority, or arbitrator in any material proceeding to which the Company is a party or to which any of its assets is subject; (iv) press release or other statement made available generally by the Company or the Shareholder to the public generally concerning material developments in the business of the Company; and its Subsidiaries(v) a copy of all correspondence, subject reports, and other information sent by the Company to normal year-end adjustments any holder of any indebtedness, including, without limitation the Senior Lender. (f) Promptly, such additional information concerning the Company as any Holder may request, including, without limitation, auditor management reports and absence of footnote disclosuresaudit "waive" lists.

Financial Statements. Each Loan Note Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly and quarterly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Issuers shall deliver to the Administrative Agent and to one contact identified by each Lender Purchaser by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersPurchasers: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated Consolidated and unaudited Consolidating condensed consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated Consolidated and Consolidating condensed consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion opinion, stating that such consolidated Consolidated financial statements present fairly in all material respects the financial position as at the dates indicated and the results of operations for the periods indicated of Holdings and its Subsidiaries in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit applied on a basis consistent with prior years (except for an explanatory paragraph solely changes with which the Issuers’ accountants shall concur and that shall have been disclosed in the notes to the financial statements subject to Section 11.3); provided, however, that delivery of a Form 10-K of Holdings that is in compliance with all applicable Requirements of Law shall satisfy the delivery requirements of this clause (a) and subsection 4.2(a) (including with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), condensed consolidating statements so long as such statements are included in each case, occurring within one year from the time such report is deliveredForm 10-K); and (b) as soon as available, but not later than 45 thirty (30) days after the end of each fiscal month of each Fiscal Year that is not the last month in a Fiscal Quarter, and not later than forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated Consolidated and Consolidating condensed consolidating balance sheets of Holdings and each as of its Subsidiariesthe end of such fiscal month, and the related consolidated Consolidated and Consolidating condensed consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter fiscal month and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Issuers by an appropriate Responsible Officer of the Issuer Representative as fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position as at the dates indicated and the results of operations for the periods indicated of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of balance sheet reclassifications and footnote disclosures; provided, however, that delivery of a Form 10-Q of Holdings that is in compliance with all applicable Requirements of Law shall satisfy the delivery requirements of this clause (b) and subsection 4.2(a) with respect to quarterly financial statements (including with respect to the condensed consolidating statements so long as such statements are included in the Form 10-Q). (c) Purchasers and Agent hereby acknowledge and agree that the format of the material of the type required to be delivered under this Section shall be satisfactory if it corresponds to the form agreed upon between Issuer Representative and the Purchasers prior to the Closing Date.

Financial Statements. Each Loan Party shall maintainKeep, and shall cause each of its Subsidiaries to maintainkeep, a system adequate records and books of accounting established and administered account with respect to its business activities in which proper entries are made in accordance with sound business customary accounting practices reflecting all its financial transactions; and cause to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required prepared and furnished to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission Lender, the following, all to be prepared in accordance with GAAP applied on a consistent basis, unless such Borrower's certified public accountants concur in any change therein and in detail reasonably satisfactory such change is disclosed to the Administrative Agent and the Required Lendersis consistent with GAAP: (ai) as soon as available, but not later than 90 days after the end close of each Fiscal Yearfiscal year of Borrowers, unqualified (except for a copy qualification for a change in accounting principles with which the accountant concurs) audited financial statements of the audited consolidated Borrowers and unaudited Consolidating balance sheets of Holdings and each of its their Subsidiaries as at of the end of such year year, on a Consolidated and the related consolidated and Consolidating statements unaudited consolidating basis, certified by a firm of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably accountants of recognized standing selected by Borrowers but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith. (ii) not later than 30 days after the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated end of each month hereafter, including the last month of Borrowers' fiscal year, unaudited interim financial statements present of Borrowers and their Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated and unaudited consolidating basis, certified by the principal financial officer of Borrowers as prepared in accordance with GAAP but without footnotes and fairly presenting in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings Borrowers and its Subsidiaries, their Subsidiaries for such month and period subject only to normal changes from audit and year-end adjustments and absence except that such statements need not contain notes. (iii) together with each delivery of footnote disclosuresfinancial statements pursuant to clauses (i) and (ii) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Borrowers to the effect that such information fairly presents in all material respects the results of operation and financial condition of Borrowers and their Subsidiaries as at the dates and for the periods indicated; (iv) promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports which Borrowers have made available to their Securities holders and copies of any regular, periodic and special reports or registration statements which Borrowers or any of their Subsidiaries files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed with ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Borrowers' or any of their Subsidiaries' financial condition or results of operations.

Financial Statements. Each Loan Party shall maintain, and shall cause each The Financial Statements Schedule attached hereto consists of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP Company’s (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal yearas successor-end adjustments). The Parent Borrower shall deliver in-interest to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory business of Boomerang Media Holdings, LLC as a result of the 2012 Reorganization) audited consolidated balance sheet as of February 29, 2012 (the “Latest Balance Sheet”), the Company’s (as successor-in-interest to the Administrative Agent and the Required Lenders: (a) business of Boomerang Media Holdings, LLC as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy result of the 2012 Reorganization) audited consolidated and unaudited Consolidating balance sheets sheet as of Holdings and each of its Subsidiaries as at the end of such year February 28, 2011, and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Yearthe twelve-month periods then ended (collectively, setting the “Financial Statements”). Except as set forth on the attached Financial Statements Schedule, the Financial Statements have been prepared in each case in comparative form the figures for the previous Fiscal Yearaccordance with GAAP, consistently applied, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP condition and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings the Company and its SubsidiariesSubsidiaries (taken as a whole, subject and as successors-in-interest to normal year-end adjustments the business of Boomerang Media Holdings, LLC as a result of the 2012 Reorganization) as of the times and absence for the periods referred to therein. Neither the Company nor any of footnote disclosuresits Subsidiaries has any liabilities or obligations that would be required by GAAP to be reflected or reserved against in a consolidated balance sheet, other than liabilities and obligations (x) included or disclosed in the Latest Balance Sheet, (y) incurred in the Ordinary Course of Business since the date of the Latest Balance Sheet or (z) incurred directly in connection with this Agreement or the transactions contemplated hereby (excluding, in the case of this clause (z), any such liabilities or obligations directly resulting from the 2012 Reorganization). GTCR/Boomerang Holdings/B Corp., a Delaware corporation and a Subsidiary of the Company after giving effect to the 2012 Reorganization, (A) has not incurred any liabilities or other obligations, (B) does not own any assets other than equity interests in Entertainment Rights US Holdings, LLC, a Delaware limited liability company and a Subsidiary of the Company (“ERUSH”), and (C) has not conducted any operations or other activities other than activities incidental to its ownership of equity interests of GTCR/Boomerang Holdings/B, LP and of ERUSH and its participation in the 2012 Reorganization.