Common use of Basic Financial Information and Reporting Clause in Contracts

Basic Financial Information and Reporting. (a) The Borrower will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Borrower, and in any event within ninety (90) days thereafter, the Borrower will furnish the Lender with a consolidated balance sheet of the Borrower, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Borrower's Board of Directors. (c) The Borrower will furnish the Lender, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and which shall be true and correct in all material respects and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently appliedprinciples. (b) As So long as any Investor or its Affiliates shall own any Shares, as soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) days thereafter, the Borrower Company will furnish the Lender with Investors a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national regional standing that is familiar with DOE regulatory and audit issues selected by the Borrower's Company’s Board of Directors, and a Company-prepared comparison to the Company’s operating plan for such year. (c) The Borrower So long as any Investor or its Affiliates shall own any Shares, the Company will furnish the LenderInvestors, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, calendar month and in any event within forty-five thirty (4530) days thereafter, (i) historical financial statements of the Company, including a consolidated balance sheet of the Borrower Company as of the end of each such quarterly periodmonth, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period month and for the current fiscal year to datedate prepared in accordance with generally accepted accounting principles, and (ii) a projected statement of cash flows of the Company for the next twelve (12) months prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Lender Investors (i) at least no later than thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basiscopy of the Business Plan, including balance sheets, a statement of cash flows for such months, and, and as soon as available, any subsequent revisions or supplements thereto; , (ii) all material correspondence with the Company’s lenders within ten (10) business days after the date of such correspondence, and (iiiii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statementsstatements and year-end audit adjustments may not have been made. (e) So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Investors, reasonably promptly in advance of any meeting of the Board of Directors, copies of the materials provided to the Board members for any such meeting. (f) So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Investors, promptly upon receipt thereof, any written report, so-called “management letter,” and any material written communication submitted to the Company by its independent public accountants relating to the business, prospects or financial condition of the Company. (g) So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Investors, promptly upon receipt thereof, any written report and any material written communication submitted to the Company by any Regulatory Entity, including, but not limited to, any assertion by any Regulatory Entity that the Company or the School is not in material compliance with the terms of its Regulatory Approval or with any laws, regulations or requirements administered by such Regulatory Entity. (h) So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Investors, promptly upon the occurrence or commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company which, if successful, could have a Material Adverse Effect on the Company; (ii) all material defaults by the Company (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (iii) all material defaults by the Company or third party under any contract, agreement or arrangement which are material to the Company and its subsidiaries, taken as a whole, or to the business or operations of the Company. (i) So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Investors, promptly upon sending, making available or filing the same, all reports and financial statements as the Company shall send or make available generally to the stockholders of the Company as such. (j) So long as any Investor or its Affiliates shall own any Shares, the Company will furnish to the Investors as soon as reasonably practicable, (but in any event at least one (1) Business Day prior to release), a draft of any press release of the Company pertaining to any significant development with regard to the Company’s operations, management or financial condition. (k) So long as any Investor or its Affiliates shall own any Shares, the Company will provide to the Investors such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company, as Endeavour may from time to time reasonably request. (l) So long as any Common Stockholder or its Affiliates shall own any shares of Common Stock, the Company will provide to the Common Stockholders copies of information provided to the Investors or their Affiliates under this Section 3.1.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) 90 days thereafter, the Borrower Company will furnish the Lender each Investor with a consolidated balance sheet audited financial statements of the Borrower, as at Company prepared by a major accounting firm selected by the end of such fiscal year, Board and a consolidated statement of income and a consolidated statement of cash flows of the Borrower, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Borrower's Board of Directorsapplied. (c) The Borrower will furnish the Lender, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companypracticable, and in any event within forty-five (45) days thereafternot later at the Company's December Board meeting, a consolidated balance sheet of the Borrower as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower Company will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year Investor with an annual budget for the next fiscal year approved by the Board (and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; ) including projected income statements, cash flows and balance sheets on a quarterly basis for the ensuing fiscal year. (iid) as As soon as practicable after the end of each calendar month, and in any event within twenty (20) 30 days thereafter, a consolidated balance sheet sheets of the Borrower Company as of the end of each such calendar month, and a consolidated statement statements of income and a consolidated statement of cash flows of the Borrower Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, excluding footnotes and year-end adjustments, and a narrative discussion and analysis, of the results of operations and financial condition of the Company and setting forth in each case in comparative form the figures for such month and the figures from the most recent budget approved by the Board, and an analysis of the Company's compliance with applicable loan covenants, if any, all in reasonable detail. Such financial statements shall include a narrative discussion and analysis of the exception financial condition of the Company prepared by the Chief Financial Officer of the Company summarizing the foregoing. (e) In the event that no notes need be attached the Company fails to provide the financial statements and/or monthly reports required by Sections 3.1(b) and 3.1(d), the Investors may, at the Company's expense, request an audit by an accounting firm of their own choice such that such financial statements and/or monthly reports are produced to the Investors' satisfaction. (f) Within 10 days after discovery of any default in the performance of the covenants and agreements contained in this Section 3.1, the Company shall furnish each Investor a statement outlining such default or event, and management's proposed response to such statementsdefault or event.

Basic Financial Information and Reporting. (a) The Borrower Buyer will maintain true keep accurate books of record and records of account for itself pertaining to the Buyer’s business and financial condition and such other matters as the Seller may from time to time request in which full true and correct complete entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles (“GAAP”) consistently appliedapplied and, upon request of and reasonable notice by the Seller, will set aside permit any officer, employee, attorney or accountant for the Seller to audit, review, make extracts from or copy any and all corporate and financial books and records of the Buyer at all reasonable times during ordinary business hours on reasonable advance notice, to discuss the affairs of the Buyer with any of its directors, officers, employees or agents and to conduct a review of the Buyer’s books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently appliedrecords. (b) As soon For so long as practicable after the end Term Note, the Interest Only Note or any payment obligation under this Agreement remain outstanding, Buyer will provide to Seller weekly reports containing a current aging of each fiscal year all of Buyer’s accounts receivable, accounts payable and a complete and accurate representation as to back log as of the Borrower, applicable date and in any event within ninety (90) days thereafter, such other information as the Borrower will furnish the Lender with a consolidated balance sheet of the Borrower, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Borrower's Board of DirectorsSeller may request reasonably from time to time. (c) The Borrower For so long as the Term Note, the Interest Only Note or any payment obligation under this Agreement remain outstanding, Buyer will furnish the Lender, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower will furnish the Lender Seller: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower Buyer as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Buyer for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles GAAP consistently applied, with the exception that no notes need be attached to such statementsstatements and year-end audit adjustments may not have been made. (d) For so long as the Term Note, the Interest Only Note or any payment obligation under this Agreement remain outstanding, Buyer will provide to Seller copies of all notices, consents, materials, financial or otherwise, and any other information provided to any holder of Secured Debt at the same time any such material or information is provided to any such holder of Secured Debt.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable Within one hundred twenty (120) days after the end of each fiscal year of the Borrower, and in any event within ninety (90) days thereafterCompany, the Borrower Company will furnish the Lender with to each Investor a consolidated balance sheet of the Borrower, Company and its subsidiaries as at of the end of such fiscal year, and a consolidated statement statements of income and a consolidated statement of cash flows of the Borrower, Company and its subsidiaries for such year, all the year then ended prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal yearyear and the figures from the most recent budget approved by the Board of Directors, all in reasonable detail. Such financial statements shall be accompanied by a an audit report and opinion thereon by independent public accountants of national standing selected by the Borrower's Board of Directors. (c) The Borrower Company will furnish the Lendereach Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year thereafter, an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement year approved by the Board of cash flows for such months, and, Directors (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable within thirty (30) days after the end of each month, and in any event within twenty (20) days thereafterfiscal quarter, a consolidated balance sheet of the Borrower Company and its subsidiaries as of the end of each such month, fiscal quarter and a consolidated statement statements of income and a consolidated statement of cash flows of the Borrower Company and its subsidiaries for such month the period then ended and for the current fiscal year to date, and summaries of bookings and backlog prepared in accordance with generally accepted accounting principles consistently applied, excluding footnotes and year-end adjustments, including a narrative discussion and analysis of the results of operations and financial condition of the Company; and (iii) within thirty (30) days after the end of each month, a consolidated balance sheet of the Company and its subsidiaries as of the end of such month, and consolidated statements of income and cash flows of the Company and its subsidiaries as for the month then ended prepared in accordance with generally accepted accounting principles consistently applied, excluding footnotes and year-end adjustments, including a narrative discussion and analysis of the results of operations and financial condition of the Company. (d) In addition, the Company shall promptly (in any event, not later than the date of release of such information to the public generally) provide or make available to each Investor other customary information and materials, including, without limitation, reports of adverse developments, management letters to accountants, communications with stockholders or directors, communications with accountants or the financial community, governmental agencies and authorities, and all filings by the Company or its officers, directors and representatives with the exception Commission or any other securities exchange. The Company shall also promptly notify the Investors of any litigation or governmental proceeding or investigation pending (or, to the best knowledge of the Company, threatened) against the Company or against any officer, director, key employee, or principal shareholder of the Company, that no notes need be attached to such statementsmaterially adversely affects (or if adversely determined, could materially adversely affect) its present or proposed business, prospects, properties, assets or condition (financial or otherwise) taken as a whole.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany commencing fiscal year 2004, and in any event within ninety (90) days thereafter, the Borrower Company will furnish each Investor, so long as the Lender with a consolidated Investor continues to hold Shares, an audited balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated an audited statement of income and a consolidated an audited statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Borrower's Company’s Board of Directors. (c) The Borrower Company will furnish each Investor, so long as the LenderInvestor continues to hold Shares, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated an unaudited balance sheet of the Borrower Company as of the end of each such quarterly period, and a consolidated an unaudited statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statementsstatements and year-end audit adjustments may not have been made. (d) The Company will furnish each Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, an unaudited balance sheet of the Company as of the end of each such month, and an unaudited statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date,

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As The Company will furnish to each such Investor, as soon as practicable after the end of each fiscal year of the Borrower, Company and in any event within ninety (90) days thereafter, the Borrower will furnish the Lender with a consolidated balance sheet of the Borrower, Company as at of the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by a “Big 4” independent public accountants of national standing accounting firm selected by the Borrower's Company’s Board of Directors, and shall be certified by the company’s chief financial officer. (c) The Borrower Company will furnish the Lenderto each such Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, Company and in any event within forty-five (45) days thereafter, a consolidated and consolidating balance sheet sheets of the Borrower Company as of the end of each such quarterly period, consolidated and a consolidated statement consolidating statements of income and a consolidated statement and consolidating statements of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples and which shall be certified by the Company’s chief financial officer, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower Company will furnish each Investor (including any group of affiliated or related funds, in the Lender (icase of an Investor that is a venture capital fund investor) who holds at least thirty ten million Shares (30) days prior to the beginning of each fiscal year an annual budget as adjusted for stock splits, stock dividends, recapitalizations and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (iisimilar events) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a consolidated and consolidating balance sheet sheets of the Borrower Company as of the end of each such month, and a consolidated statement and consolidating statements of income and a consolidated statement and consolidating statements of cash flows of the Borrower Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied and which shall be certified by the company’s chief financial officer, with the exception that no notes need be attached to such statementsstatements and year-end audit adjustments may not have been made. (e) The Company will furnish to each Investor (including any group of affiliated or related funds, in the case of an Investor that is a venture capital fund investor) who holds at least ten million Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar events) (i) within thirty (30) days prior to the commencement of each fiscal year, an annual budget, operating plans for such fiscal year, and an updated five year strategic plan (and, as soon as available, any subsequent revisions thereto); (ii) copies of all press releases and other statements made available generally by the Company to the public, including copies of any reports or communications delivered to the financial community; and (iii) concurrently with delivery therewith, copies of all reports and other written material submitted to the Board of Directors of the Company.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) 90 days thereafter, the Borrower Company will furnish the Lender with a each Holder an audited consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a an audited consolidated statement of income and a an audited consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (c) The Borrower will furnish the LenderSo long as a Holder shall own at least 500,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and similar events), as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) 45 days thereafter, the Company will furnish each such Holder a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, each showing a comparison to the Company's actual results for the corresponding period of the prior year and from the budget distributed to the Board of Directors (when the Company commences preparation of the financial reports with such comparison), prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. Notwithstanding anything to the contrary in the foregoing sentence, the right to receive information pursuant to this Section 4.1(c) may be assigned to any entity which is an affiliate of a Holder and the transferee of 100,000 or more shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and similar events). (d) The Borrower So long as a Holder shall own at least 500,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and similar events), the Company will furnish the Lender each such Holder (i) at least thirty sixty (3060) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable within thirty (30) days after the end of each month, and in any event within twenty (20) days thereafter, a consolidated an unaudited balance sheet of the Borrower as of the end of each such month, and a consolidated statement statements of income and a consolidated statement of cash flows of the Borrower for such month and for the current fiscal year to dateflows, prepared in accordance with generally accepted accounting principles consistently appliedprinciples, with which also set forth applicable budget figures and variances from the exception that no notes need Company's actual results for the corresponding period of the prior year and from budget. Notwithstanding anything to the contrary in the foregoing sentence, the right to receive information pursuant to this Section 4.1(d) may be attached assigned to such statementsany entity which is an affiliate of a Holder and the transferee of 100,000 or more shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and similar events).

Basic Financial Information and Reporting. (a) The Borrower Company will keep engaged independent public accountants of national standing to assist in the preparation of the Company's books and records of account in accordance with generally accepted accounting principles. (b) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (bc) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety one hundred twenty (90120) days thereafter, the Borrower Company will furnish the Lender with Series D-E Holder a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (cd) The Borrower Company will furnish the LenderSeries D-E Holders, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (de) The Borrower Company will furnish the Lender Series D-E Holders, as soon as practicable after the end of each month, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (if) So long as the Series D-E Holders (with their affiliates) shall own not less than one hundred thousand (100,000) shares of Registrable Securities (as adjusted for stock splits and combinations), the Company will furnish the Series D-E Holders at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, year (and as soon as available, any subsequent revisions thereto; ) through such Series D-E Holders' representative on the Company's Board of Directors or in such other manner as the Company and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statementsSeries D-E Holders shall mutually agree.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently appliedapplied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) 120 days thereafter, the Borrower will Company shall furnish the Lender each Major Investor with a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing (i.e., one of the “Big Four” accounting firms) selected by the Borrower's Company’s Board of Directors. (c) The Borrower will furnish the Lender, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) 60 days thereafter, the Company shall furnish each Major Investor with a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, period and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) As soon as practicable after the end of each month, and in any event within 30 days thereafter, the Company shall furnish each Major Investor with a balance sheet of the Company as of the end of each such month and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, both actual and compared with the Company’s annual plan, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (e) The Borrower will Company shall furnish the Lender each Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, year (and as soon as available, any subsequent written revisions thereto; ) and (ii) as soon as practicable after a report comparing each annual budget to the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such relevant financial statements.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. In addition to the information described in Section 3.1(b), (c) and (d), the Company shall provide in a timely manner any other information concerning the Company and its business and affairs as any of the Investors may from time to time reasonably request. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany and so long as any of the Shares are outstanding, and in any event within ninety one hundred twenty (90120) days thereafter, the Borrower Company will furnish the Lender with to each Investor a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a an audited consolidated income statement and an audited consolidated cash flow statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for from the previous fiscal year, with an explanation of any material differences between them, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of DirectorsDirectors and a report by management with a discussion of the Company's business, including any changes in the Company's financial condition and any significant business developments. (c) The Borrower As long as any of the Shares are outstanding, the Company will furnish the Lendereach Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a consolidated income statement of income and a consolidated cash flow statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made, and setting forth in each case in comparative form the figures from the previous fiscal year, with an explanation of any material differences between them. Such financial statements shall be accompanied by a report by management with a discussion of the Company's business, including any changes in the Company's financial condition and any significant business developments. (d) The Borrower As long as any of the Shares are outstanding, the Company will furnish the Lender each Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, year (and, as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such month, and a consolidated income statement of income and a consolidated cash flow statement of cash flows of the Borrower Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statementsstatements and year-end audit adjustments may not have been made.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) days thereafter, the Borrower Company will furnish the Lender with to each Investor, Series D-2 Investor, Series D-3 Investor, Series D-4 Investor, Series D-5 Investor, a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, and a statement of stockholders’ equity as of the end of the year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited by and accompanied by a report and opinion thereon by independent public accountants of national standing (i.e., employed by a “Big Four” accounting firm) selected by the Borrower's Company’s Board of Directors. (c) The Borrower Company will furnish the Lenderto each Investor, as soon as practicable after the end of the firstSeries D-2 Investor, second Series D-3 Investor, Series D-4 Investor and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) Series D-5 Investor as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such monthmonthly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such month period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently appliedprinciples. Statements shall include year-to-date figures compared to the Company’s operating plan and budget, with variances delineated. A brief summary shall be prepared by the Chief Executive Officer and attached to the Monthly Report which summarizes performance highlights, low lights, variances from budget, and an outlook on the ensuing period. (d) The Company will furnish to each Investor, Series D-2 Investor, Series D- 3 Investor, Series D-4 Investor and Series D-5 Investor as soon as practicable after the end of each quarter and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such fiscal quarter, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, all prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (e) With respect to the financial statements called for in subsections (b), (c) and (d) of this Section 3.1, the Company will furnish with such financial statements an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with generally accepted accounting principles consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by generally accepted accounting principles) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment. (f) The Company will furnish to each Investor, Series D-2 Investor, Series D- 3 Investor, Series D-4 Investor and Series D-5 Investor at least sixty (60) days prior to the beginning of each fiscal year an annual operating plan and budget, prepared on a monthly basis for the ensuing fiscal year, and on a basis consistent with prior periods (including, among other items, appropriate reserves, accruals and provisions for income taxes) and representing the best estimate of the Company based upon available information. The Company shall also furnish to each Investor, Series D-2 Investor, Series D-3 Investor, Series D-4 Investor and Series D-5 Investor projections for the next two (2) fiscal years in the same format as the financial statements. The Company shall also furnish to each Investor, Series D-2 Investor, Series D-3 Investor, Series D-4 Investor and Series D-5 Investor, within a reasonable time of its preparation, amendments to the annual budget, if any. Such budget shall include underlying assumptions and a brief qualitative description of the Company’s plan by the Chief Executive Officer in support of that budget. (g) The Company will notify each Investor, Series D-2 Investor, Series D-3 Investor, Series D-4 Investor and Series D-5 Investor, as soon as practicable, and in any event within three (3) days of discovery, of (i) any event (including pending or threatened litigation, material loan or lease default, or the filing of any material lawsuit) which could have a material adverse effect upon the financial condition or results of operations of the Company considered in the aggregate; (ii) any change in any material fact or circumstance represented or warranted in this Agreement; (iii) a default or any event or occurrence which with the lapse of time or notice or both could become a default under the Special Holder Purchase Agreement or Series D-5 Asset Purchase Agreement, and (iv) a material default or any event or occurrence which with the lapse of time or notice or both could become a default under any of the Company’s material agreements. Such notice shall contain a reasonably detailed statement outlining such default or event, and the Company’s proposed response. (h) The Company will use its commercially reasonable best efforts to deliver to each Investor, Series D-2 Investor, Series D-3 Investor, Series D-4 Investor and Series D-5 Investor by no later than forty-five (45) days after the date of this Agreement, a balance sheet of the Company as of December 31, 2000, and a statement of income and a statement of cash flows of the Company for the year ended December 31, 2000, all prepared in accordance with generally accepted accounting principles consistently applied. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing (i.e., employed by a “Big Four” accounting firm) selected by the Company’s Board of Directors. (i) In the event the Company fails to provide the reports or financial statements required by this Section 3.1, the holders of at least a majority of the Preferred Stock may give the Company notice requesting immediate delivery of such reports. If the Company fails to deliver such reports upon receipt of such notice, then the holders of at least a majority of the Preferred Stock shall have the right and authority, at the Company’s sole expense, to request an audit by a single accounting firm of its or their choice, such that the reports or financial statements are produced to its or their sole satisfaction.

Basic Financial Information and Reporting. (a) 4.1.1 The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. 4.1.2 So long as an Investor (bwith its affiliates) As shall own not less than two hundred fifty thousand (250,000) shares (as adjusted for stock splits, combinations and the like) of Registrable Securities (a "Major Investor"), as soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) 90 days thereafter, the Borrower will Company will, if requested, furnish the Lender with each such Major Investor a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (c) The Borrower 4.1.3 If requested, the Company will furnish the Lendereach Major Investor, as soon as practicable after the end of the first, second and third each quarterly accounting periods in each fiscal year period of the Company, and in any event within forty-five thirty (4530) days thereafter, a an unaudited consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a an unaudited consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared internally and in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. 4.1.4 The Company will furnish each such Major Investor (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget of sales and expenses for such fiscal year; and (ii) within thirty (30) days after the end of each month, an unaudited balance sheet and statements of income and cash flows, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made, but such statement shall set forth applicable budget figures and variances from budget. (d) The Borrower will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements.

Basic Financial Information and Reporting. (a) The Borrower will Company shall, and shall cause each Subsidiary to, maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. The Company shall, at all times, properly maintain consolidated records of its corporate affairs, including, without limitation, a corporate minute book containing a complete summary of all meetings of directors and stockholders since the time of incorporation. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety one hundred thirty-five (90135) days thereafter, the Borrower will Company shall furnish to X. Xxxx Price, on behalf of the Lender with X. Xxxx Price Investors, and to Janus, on behalf of the Janus Investors, a consolidated balance sheet of the BorrowerCompany and its Subsidiaries, as at of the end of such fiscal year, and a consolidated statement of income and income, a consolidated statement of cash flows and a statement of stockholders’ equity of the BorrowerCompany and its Subsidiaries, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case case, in comparative form form, the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent certified public accountants of national standing selected by the Borrower's Board of DirectorsBoard. (c) The Borrower will Company shall furnish to X. Xxxx Price, on behalf of the LenderX. Xxxx Price Investors, and to Janus, on behalf of the Janus Investors, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companyquarter, and in any event within forty-five sixty (4560) days thereafter, a consolidated balance sheet of the Borrower Company and its Subsidiaries, as of the end of each such quarterly periodquarter, and a consolidated statement of income and income, a consolidated statement of cash flows of the Borrower for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows stockholders’ equity of the Company and its Subsidiaries for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such month quarter and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently appliedapplied and setting forth in each case, in comparative form, the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail, with the exception that no notes need be attached to such statementsstatements and year-end audit adjustments may not have been made. The delivery of such financial statements shall be accompanied by a current capitalization table of the Company. (d) The Company shall promptly and accurately respond, and shall use its best efforts to cause its transfer agent to promptly respond, to (i) requests for information made by X. Xxxx Price on behalf of X. Xxxx Investors relating to (a) accounting or securities law matters required in connection with its audit or (b) the actual holdings of the X. Xxxx Price Investors, including in relation to the total outstanding shares and (ii) requests for information made by Janus on behalf of Janus Investors relating to (a) accounting or securities law matters required in connection with its audit or (b) the actual holdings of the Janus Investors, including in relation to the total outstanding shares; provided however, that in no event will the Company be obligated to provide any such information that could reasonably result in a violation of applicable law or conflict with the Company’s xxxxxxx xxxxxxx policy or a confidentiality obligation of the Company. These rights shall expire at the point at which no X. Xxxx Price Investor (with respect to the rights of X. Xxxx Price) or Janus Investor (with respect to the rights of Janus) holds any Equity Securities of the Company that are restricted under the Securities Act.

Basic Financial Information and Reporting. (a) 3.1.1 The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. 3.1.2 So long as a Purchaser (bwith its affiliates) As shall own not less than an aggregate of one million (1,000,000) shares of Series A and/or Series B Preferred Stock (or the Common Stock issuable upon conversion thereof) ("Major Purchaser"), as soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) days thereafter, the Borrower Company will furnish the Lender with each Major Purchaser a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (c) The Borrower will furnish the Lender, as 3.1.3 As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, the Company will furnish each Major Purchaser a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a consolidated statement statements of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples consistently applied and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company's operating plan then in effect and approved by its Board of Directors, with the exception that no notes need be attached subject to such statements and changes resulting from normal year-end audit adjustments may adjustments, all in reasonable detail and certified by the principal financial or accounting officer of the Company, except that such financial statements need not have been madecontain the notes required by generally accepted accounting principals. (d) The Borrower will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as 3.1.4 As soon as practicable after the end of each month, calendar month and in any event within twenty thirty (2030) days thereafter, the Company shall furnish to each Major Purchaser a consolidated balance sheet of the Borrower Company as of the end of each such calendar month, and a consolidated statement statements of income and a consolidated statement of cash flows of the Borrower Company for such month period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently appliedapplied setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company's operating plan then in effect and approved by the Company's Board of Directors; provided, with the exception however, that no notes such monthly information need be attached to provided if the Board of Directors unanimously determines that such statementsinformation need not be provided.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) 90 days thereafter, the Borrower Company will furnish the Lender each Investor with a consolidated balance sheet audited financial statements of the Borrower, as at Company prepared by a major accounting firm selected by the end of such fiscal year, Board and a consolidated statement of income and a consolidated statement of cash flows of the Borrower, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Borrower's Board of Directorsapplied. (c) The Borrower will furnish the Lender, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companypracticable, and in any event within forty-five (45) days thereafternot later at the Company’s December Board meeting, a consolidated balance sheet of the Borrower as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower Company will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year Investor with an annual budget for the next fiscal year approved by the Board (and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; ) including projected income statements, cash flows and balance sheets on a quarterly basis for the ensuing fiscal year. (iid) as As soon as practicable after the end of each calendar month, and in any event within twenty (20) 30 days thereafter, a consolidated balance sheet sheets of the Borrower Company as of the end of each such calendar month, and a consolidated statement statements of income and a consolidated statement of cash flows of the Borrower Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, excluding footnotes and year-end adjustments, and a narrative discussion and analysis, of the results of operations and financial condition of the Company and setting forth in each case in comparative form the figures for such month and the figures from the most recent budget approved by the Board, and an analysis of the Company’s compliance with applicable loan covenants, if any, all in reasonable detail. Such financial statements shall include a narrative discussion and analysis of the exception financial condition of the Company prepared by the Chief Financial Officer of the Company summarizing the foregoing. (e) In the event that no notes need be attached the Company fails to provide the financial statements and/or monthly reports required by Sections 3.1(b) and 3.1(d), the Investors may, at the Company’s expense, request an audit by an accounting firm of their own choice such that such financial statements and/or monthly reports are produced to the Investors’ satisfaction. (f) Within 10 days after discovery of any default in the performance of the covenants and agreements contained in this Section 3.1, the Company shall furnish each Investor a statement outlining such default or event, and management’s proposed response to such statementsdefault or event.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall will be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) 90 days thereafter, the Borrower Company will furnish the Lender with a each Investor an audited consolidated balance sheet of the Borrower, Company as at the end of such fiscal year, and a audited consolidated statement statements of income and a consolidated statement of income, cash flows and shareholders' equity of the Borrower, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall will be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (c) The Borrower Company will furnish the Lendereach Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) 30 days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period and consolidated statements of income, cash flows and stockholders' equity of the Company for the same period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such month and for the current fiscal year to datedate and consolidated statements of income cash flows and stockholders' equity of the Company for the same period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need to be attached to such statementsstatements and year-end audit adjustments need not have been made.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) days thereafter, the Borrower Company will furnish the Lender with each Investor a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (c) The Borrower Company will furnish each Investor, as soon as practicable after the Lenderend of each month, and in any event within thirty (30) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) To each Investor (with its affiliates) who owns not less than five hundred thousand (500,000) shares of Registrable Securities (a "Major Investor"), the Company will furnish each such Major Investor (i) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. ; (d) The Borrower will furnish the Lender (iii) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, year (and as soon as available, any subsequent revisions thereto); and (iiiii) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period and to the financial statements for the comparable period for the prior fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statementsstatements and year-end audit adjustments may not have been made. (e) In the event Showtime Networks, Inc. ("Showtime") has Registrable Securities included in the Company's Registration Statement on Form S-1 with the Securities and Exchange Commission in connection with the Company's Initial Offering, as soon as practical after the filing of such Form S-l, and any amendment thereto, the Company shall deliver to Showtime one (1) copy of (i) such Form S-l or amendment, and (ii) each exhibit as filed with such Form S-1 or amendment.

Basic Financial Information and Reporting. (aA) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (bB) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) 90 days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's annual report on Form 10-K with the SEC, the Borrower Company will furnish the Lender with each Holder a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (cC) The Borrower will furnish the Lender, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within fortythirty days thereafter or, after the Initial Offering, simultaneously with the filing of the Company's reports on Form 10-five (45) days thereafterQ with the SEC, the Company will furnish each Holder a consolidated balance sheet of the Borrower Company, as of at the end of each such quarterly periodfiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to datequarter, prepared and presented in accordance with generally accepted accounting principles, a manner consistent with the exception financial statements described in Section 3.1(b). Such statement shall be accompanied by a certificate signed by the Chairman of the Board and Chief Financial Officer of the Company stating that no notes need be attached to the preparation and presentation of such statements and normal year-end audit adjustments may not have been madeis consistent with the financial statements described in Section 3.1(b). (dD) The Borrower So long as a Holder (with its Affiliates) shall own not less than one hundred thousand (100,000) shares of Registrable Securities, the Company will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, Holder a consolidated balance sheet of the Borrower Company, as of at the end of each such calendar month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such month, prepared and presented in a manner consistent with the financial statements described in Section 3.1(b). Such statements shall be furnished as soon as practicable after the end of each month and in any event within ten days thereafter and shall be accompanied by a certificate signed by the Chairman of the Board and Chief Financial Officer of the Company stating that the preparation and presentation of such statements is consistent with the financial statements described in Section 3.1(b). Prior to January 1st of each year, the Company shall furnish such Holders an annual budget for the current fiscal year to dateCompany for the following twelve month period, prepared in accordance with generally accepted accounting principles consistently applied, with broken down by month. The Company's obligations under this Section 3.1(d) shall terminate upon the exception that no notes need be attached to such statementsInitial Offering.

Basic Financial Information and Reporting. (a) 3.1.1 The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) 3.1.2 As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety one hundred twenty (90120) days thereafter, the Borrower Company will furnish the Lender with ChinaVest a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, in substantially the form attached as Exhibit A hereto, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (c) The Borrower will furnish the Lender, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as 3.1.3 As soon as practicable after the end of each monthquarter, and in any event within twenty thirty (2030) days thereafter, a the Company will furnish to ChinaVest the unaudited consolidated and consolidating balance sheet of the Borrower Company) and any of its subsidiaries as at the end of such quarter) and the related unaudited consolidated and consolidating statements of operations, stockholders' equity and cash flows of the Company (and any such subsidiaries) for such quarter and for the elapse period of such fiscal year, all in reasonable detail and stating in comparative form the figures as of the end of and for the comparable periods of the preceding fiscal year and budgeted figures for the period. All such financial statements shall be complete and correct in all material respects and shall be prepared in conformity with accounting principles generally accepted in the United States and applied on a consistent basis throughout the periods reflected therein except as stated therein and shall be accompanied by a certificate of the chief financial officer of the Company to such effect. Each such financial statement shall be accompanied by a brief narrative description prepared by management of the operations of the Company during such period covered thereby, including, without limitation, identification of relevant trends in the Company's business. 3.1.4 As soon as available, but in any event not later than the end of each such monthfiscal year the Company, the Company will furnish to ChinaVest the financial plan of the Company (and any subsidiaries) for the next succeeding fiscal year, including but not limited to a cash flow projection, operating budged, calculated monthly, and a consolidated statement of income business plan for the next three succeeding fiscal years, and a consolidated statement of cash flows any updates or revisions to any of the Borrower for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statementsforegoing as soon as available.

Basic Financial Information and Reporting. (aA) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (bB) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) 90 days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's annual report on Form 10-K with the SEC), the Borrower Company will furnish the Lender with each Holder a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (cC) The Borrower will furnish the Lender, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within fortythirty days thereafter or, after the Initial Offering, simultaneously with the filing of the Company's reports on Form 10-five (45) days thereafterQ with the SEC), the Company will furnish each Holder a consolidated balance sheet of the Borrower Company, as of at the end of each such quarterly periodfiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to datequarter, prepared and presented in accordance with generally accepted accounting principles, a manner consistent with the exception that no notes need financial statements described in Section 3.1(b). Such statement shall be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower will furnish accompanied by a certificate signed by the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet Chairman of the Borrower as of the end of each such month, Board and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements.Chief

Basic Financial Information and Reporting. (a) The Borrower Company will keep engaged independent public accountants of national standing to assist in the preparation of the Company's books and records of account in accordance with generally accepted accounting principles. (b) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (bc) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety one hundred twenty (90120) days thereafter, the Borrower Company will furnish the Lender with Series G Holder a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (cd) The Borrower Company will furnish the LenderSeries G Holders, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (de) The Borrower Company will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal yearSeries G Holders, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such monthquarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such month and for the current fiscal year to datemonth, prepared in accordance with generally accepted accounting principles consistently appliedprinciples, with the exception that no notes need be attached to such statements.statements and year-end audit adjustments may not have to be made

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account at the Company’s principal place of business in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied, and . The Company will set aside on its books and records all such proper accruals and reserves as shall be required under generally accepted accounting principles GAAP consistently applied. (b) As To the extent requested by Celera, as soon as practicable after the end of each fiscal year of the Borrower, and in any event within ninety (90) days thereafterCompany, the Borrower Company will furnish the Lender Celera with a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Borrower's Company’s Board of Directors. (c) The Borrower To the extent requested by Celera, the Company will furnish the LenderCelera, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesGAAP consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower To the extent requested by Celera, the Company will furnish the Lender (i) at least thirty (30) days Celera, prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, year (and as soon as available, any subsequent written revisions thereto; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statements).

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) days thereafter, the Borrower Company will furnish the Lender with each Investor a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors, and a Company-prepared comparison to the Company's operating plan for such year. (c) The Borrower Company will furnish the Lendereach Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, Company and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower Company will furnish the Lender (i) each such Investor at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, year (and as soon as available, any subsequent revisions thereto; and ). (iie) as soon as practicable The Company will furnish to each Investor within sixty (60) days after the end of each calendar month, a preliminary consolidated and in any event within twenty (20) days thereafter, a consolidated consolidating balance sheet of the Borrower Company and its subsidiaries as of the end of each such monthmonth and preliminary consolidated and consolidating statements of income, stockholders' equity and a consolidated statement of income and a consolidated statement of cash flows of the Borrower flow for such month and for the current period commencing at the end of the previous fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, and ending with the exception that no notes need be attached end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail. (f) The Company will furnish to such statementseach Investor promptly, upon receipt thereof, any written report, so called "management letter," and any other communication submitted to the Company or any subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company or any subsidiaries. (g) The Company will furnish to each Investor promptly, after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any subsidiary) which, if successful, would materially and adversely affect the Company's business as then conducted; and (ii) all material defaults by the Company or any subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods)

Basic Financial Information and Reporting. (aA) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (bB) As So long as each Purchaser (with its affiliates) shall own shares of Registrable Securities (as defined in Exhibit C hereto), as soon as practicable after the end of each fiscal year of the Borrowercompany, and in any event within ninety (90) days thereafter, the Borrower Company will furnish the Lender with each Purchaser a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors, and a Company-prepared comparison to the Company's operating plan for such year. (cC) The Borrower So long as each Purchaser (with its affiliates) shall own shares of Registrable Securities, the Company will furnish the Lendersuch Purchaser, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, Company and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not no have been made. (dD) The Borrower So long as each Purchaser (with its affiliates) shall own shares of Registrable Securities, the Company will furnish the Lender such Purchaser (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, year (and as soon as available, any subsequent revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a consolidated balance sheet of the Borrower Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied, with the exception that no notes need be attached to such statementsstatements and year-end audit adjustments may not have been made.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As The Company will furnish to each such Investor, as soon as practicable after the end of each fiscal year of the Borrower, Company and in any event within ninety (90) days thereafter, the Borrower will furnish the Lender with a consolidated balance sheet of the Borrower, Company as at of the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by a “Big 5” independent public accountants of national standing accounting firm selected by the Borrower's Company’s Board of Directors, and shall be certified by the company’s chief financial officer. (c) The Borrower Company will furnish the Lenderto each such Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, Company and in any event within forty-five (45) days thereafter, a consolidated and consolidating balance sheet sheets of the Borrower Company as of the end of each such quarterly period, consolidated and a consolidated statement consolidating statements of income and a consolidated statement and consolidating statements of cash flows of the Borrower Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principlesprinciples and which shall be certified by the Company’s chief financial officer, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (d) The Borrower Company will furnish each Investor (including any group of affiliated or related funds, in the Lender (icase of an Investor that is a venture capital fund investor) who holds at least thirty ten million Shares (30) days prior to the beginning of each fiscal year an annual budget as adjusted for stock splits, stock dividends, recapitalizations and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (iisimilar events) as soon as practicable after the end of each month, and in any event within twenty thirty (2030) days thereafter, a consolidated and consolidating balance sheet sheets of the Borrower Company as of the end of each such month, and a consolidated statement and consolidating statements of income and a consolidated statement and consolidating statements of cash flows of the Borrower Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently appliedapplied and which shall be certified by the company’s chief financial officer, with the exception that no notes need be attached to such statementsstatements and year-end audit adjustments may not have been made. (e) The Company will furnish to each Investor (including any group of affiliated or related funds, in the case of an Investor that is a venture capital fund investor) who holds at least ten million Shares (as adjusted for stock splits, stock dividends, recapitalizations and similar events) (i) within thirty (30) days prior to the commencement of each fiscal year, an annual budget, operating plans for such fiscal year, and an updated five year strategic plan (and, as soon as available, any subsequent revisions thereto); (ii) copies of all press releases and other statements made available generally by the Company to the public, including copies of any reports or communications delivered to the financial community; and (iii) concurrently with delivery therewith, copies of all reports and other written material submitted to the Board of Directors of the Company.

Basic Financial Information and Reporting. (aA) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (bB) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) days thereafter, the Borrower Company will furnish the Lender with a each Holder an audited consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a an audited consolidated statement of income and a an audited consolidated statement of cash flows of the BorrowerCompany, for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BorrowerCompany's Board of Directors. (cC) The Borrower will furnish the LenderSo long as a Holder shall own at least 100,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and similar events), as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a the Company will furnish each such Holder an unaudited consolidated balance sheet of the Borrower Company as of the end of each such quarterly period, and a an unaudited consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to date, each showing a comparison to the budget distributed to the Board of Directors, prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and normal year-end audit adjustments may not have been made. (dD) The Borrower So long as a Holder shall own at least 100,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and similar events), the Company will furnish the Lender each such Holder (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable within thirty (30) days after the end of each month, and in any event within twenty (20) days thereafter, a consolidated an unaudited balance sheet of the Borrower as of the end of each such month, and a consolidated statement statements of income and a consolidated statement of cash flows of the Borrower for such month and for the current fiscal year to dateflows, prepared in accordance with generally accepted accounting principles consistently applied(other than for accompanying notes and subject to year-end adjustments), with the exception that no notes need be attached to such statementswhich also set forth applicable budget figures and variances from budget.

Basic Financial Information and Reporting. (a) The Borrower Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the BorrowerCompany, and in any event within ninety (90) 90 days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's annual report on Form 10-K with the SEC, the Borrower Company will furnish the Lender with each Holder a consolidated balance sheet of the BorrowerCompany, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants accounts of national standing selected by the BorrowerCompany's Board of Directors. (c) The Borrower will furnish the Lender, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within fortythirty days thereafter or, after the Initial Offering, simultaneously with the filing of the Company's reports on Form 10-five (45) days thereafterQ with the SEC, the Company will furnish each Holder a consolidated balance sheet of the Borrower Company, as of at the end of each such quarterly periodfiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such period and for the current fiscal year to datequarter, prepared and presented in accordance with generally accepted accounting principles, a manner consistent with the exception financial statements described in Section 3.1(b). Such statement shall be accompanied by a certificate signed by the Chairman of the Board and Chief Financial Officer of the Company stating that no notes need be attached to the preparation and presentation of such statements and normal year-end audit adjustments may not have been madeis consistent with the financial statements described in Section 3.1(b). (d) The Borrower So long as a Holder (with its Affiliates) shall own not less than one thousand (100,000) shares of Registrable Securities, the Company will furnish the Lender (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year, prepared on a monthly basis, including balance sheets, a statement of cash flows for such months, and, as soon as available, any subsequent revisions thereto; and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, Holder a consolidated balance sheet of the Borrower Company, as of at the end of each such calendar month, and a consolidated statement of income and a consolidated statement of cash flows of the Borrower Company for such month, prepared and presented in a manner consistent with the financial statements described in Section 3.1(b). Such statements shall be furnished as soon as practicable after the end of each month and for in any event within ten days thereafter and shall be accompanied by a certificate signed by the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied, with Chairman of the exception Board and Chief Financial Officer of the Company stating that no notes need be attached to such statements.the preparation and presentation of such