Common use of Borrower’s Annual Financial Statements Clause in Contracts

Borrower’s Annual Financial Statements. Borrower shall furnish to Lender, as soon as practicable, and in any event within seventy-five (75) days after the end of each Fiscal Year of Borrower, a consolidated balance sheet of Borrower as at the end of such Fiscal Year and a consolidated statement of income, partners' capital or deficit and consolidated cash flow of Borrower for such Fiscal Year, setting forth in each case, in comparative form, the corresponding figures for the preceding Fiscal Year, prepared in accordance with GAAP, and in the form that would be required of Borrower if Borrower were required to file annual reports with the SEC on Form 10-K. Such Financial Statements shall be accompanied by (A) (1) an audit report and opinion in respect of such Financial Statements of Ernst & Young or other "Big Six" independent certified public accounting firm selected by Borrower and reasonably acceptable to Lender, which report and opinion shall be unqualified as to the scope of the audit and reasonably satisfactory to Lender, and (2) the written statement of the accountants described in clause (1) that, in making the examination necessary for their report and opinion on such Financial Statements, they have obtained no knowledge of any condition, event or act that constitutes a Default or Event of Default, or, if such accountants shall have obtained such knowledge, a statement as to the nature and status thereof, and (B) a certificate of an Authorized Accounting Officer, stating that (1) such Financial Statements have been prepared under his or her supervision in accordance with GAAP and that he or she knows of no facts inconsistent with such Financial Statements and (2) to his or her knowledge, no Default or Event of Default has occurred is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, the period of its existence, and the action that Borrower has taken or proposes to take with respect thereto.

Borrower’s Annual Financial Statements. On an annual basis, commencing with Borrower’s fiscal year ending on November 30, 2021, within thirty (30) days following Borrower’s filing with the SEC, a full, complete and accurate copy of Borrower’s Form 10-K in the same form, and with all accompanying attachments and schedules, as was filed by Borrower with the SEC. Notwithstanding the foregoing, if at any time while any principal balance under any of the Loans remains outstanding and/or Lender continues to have any obligation to make any advances under any of the Loans pursuant to Section 1 Borrower ceases to be a publicly traded entity, Borrower shall furnish to Lenderthereafter, as soon as practicableon an annual basis, and in any event within seventy-five one hundred twenty (75120) days after the end of each Fiscal Year of fiscal year, furnish to Lender current annual financial statements for Borrower, which shall include a consolidated balance sheet and income and expense statement, reflecting the financial condition of Borrower as at of the end of each such Fiscal Year fiscal year and a consolidated statement the results of income, partners' capital or deficit its operations during such fiscal year. Such statements and consolidated cash flow of Borrower for such Fiscal Year, setting forth in each case, in reports shall also contain comparative form, the corresponding figures statements for the preceding Fiscal Year, prior fiscal year. Such statements and reports shall be prepared in accordance with GAAPgenerally accepted accounting principles, and in the form that would be required of Borrower if Borrower were required to file annual reports with the SEC on Form 10-K. Such Financial Statements shall be accompanied by (A) (1) an audit report and opinion in respect of such Financial Statements of Ernst & Young or other "Big Six" independent certified public recognized method of accounting firm selected by Borrower and reasonably acceptable to Lender, which report consistently applied, in form and opinion shall be unqualified as to the scope manner of the audit and reasonably satisfactory presentation acceptable to Lender, by an independent certified public accountant acceptable to lender on a reviewed basis by the accountant together with a review report issued by the accountant and signed by the president or treasurer (2or other duly authorized officer) of Borrower, representing that neither the written statement accounting firm nor the president or treasurer (or other duly authorized officer) of the accountants described in clause (1) that, in making the examination necessary for their report and opinion on such Financial Statements, they have obtained no knowledge Borrower is aware of any condition, event or act that constitutes a Default or Event of Default, or, if such accountants shall have obtained such knowledge, a statement as material modifications necessary to the nature financial statements for them to be in conformity with generally accepted accounting principles consistently applied, such statements and status thereof, reports to include and (B) a certificate of an Authorized Accounting Officer, stating that (1) to be supplemented by such Financial Statements have been prepared under his or her supervision in accordance with GAAP detail and that he or she knows of no facts inconsistent with such Financial Statements supporting data and (2) schedules as Lender may from time to his or her knowledge, no Default or Event of Default has occurred is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, the period of its existence, and the action that Borrower has taken or proposes to take with respect theretotime reasonably request.

Borrower’s Annual Financial Statements. Within 15 days after the filing thereof by Borrower, copies of the reports, if any, filed by Borrower on Form 10-K for so long as Borrower is subject, without exemption, to financial reporting obligations under Section 13 of the Securities Exchange Act of 1934, as amended. For any Fiscal Year for which Borrower is not subject to such reporting obligations, Borrower shall furnish to Lender, as soon as practicable, and in any event within seventy-five (75) 120 days after the end of each Fiscal Year of Borrower, a consolidated balance sheet of Borrower as at the end of such Fiscal Year and a consolidated statement of income, partners' capital or deficit and consolidated cash flow of Borrower for such Fiscal Year, setting forth in each case, in comparative form, the corresponding figures for the preceding Fiscal Year, prepared in accordance with GAAP, and in the form that would be required of Borrower if Borrower were required to file annual reports with the SEC on Form 10-K. Such Financial Statements or reports on Form 10-K, as the case may be, shall be accompanied by (A) (1) an audit report and opinion in respect of such Financial Statements of Ernst Xxxxxx Xxxxxxxx & Young Co., L.L.P. or other "Big Six" independent certified public accounting firm accountants of recognized national standing selected by Borrower and reasonably acceptable to the Lender, which report and opinion shall be unqualified as to the scope of the audit and reasonably satisfactory to the Lender, and (2) the written statement of the accountants described in clause (1) that, in making the examination necessary for their report and opinion on such Financial Statements, they have obtained no knowledge of any condition, event or act that constitutes a Default or Event of Default, or, if such accountants shall have obtained such knowledge, a statement as to the nature and status thereof, and (B) a certificate of an Authorized Accounting Officer, stating that (1) such Financial Statements have been prepared under his or her supervision in accordance with GAAP and that he or she knows of no facts inconsistent with such Financial Statements and (2) to his or her knowledge, no Default or Event of Default has occurred is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, the period of its existence, and the action that Borrower has taken or proposes to take with respect thereto.

Borrower’s Annual Financial Statements. Borrower shall furnish to Lender, as soon as practicable, and in any event within seventy-five (75) 90 days after the end of each Fiscal Year of Borrower, a consolidated balance sheet of Borrower as at the end of such Fiscal Year and a consolidated statement of income, partners' capital or deficit and consolidated cash flow of Borrower for such Fiscal Year, setting forth in each case, in comparative form, the corresponding figures for the preceding Fiscal Year, prepared in accordance with GAAP, and in the form that would be required of Borrower if Borrower were required to file annual reports with the SEC on Form 10-K. Such Financial Statements shall be accompanied by (A) (1) an audit report and opinion in respect of such Financial Statements of Ernst & Young or other "Big Six" independent certified public accounting firm selected by Borrower and reasonably acceptable to Lender, which report and opinion shall be unqualified as to the scope of the audit and reasonably satisfactory to Lender, and (2) the written statement of the accountants described in clause (1) that, in making the examination necessary for their report and opinion on such Financial Statements, they have obtained no knowledge of any condition, event or act that constitutes a Default or Event of Default, or, if such accountants shall have obtained such knowledge, a statement as to the nature and status thereof, and (B) a certificate of an Authorized Accounting Officer, stating that (1) such Financial Statements have been prepared under his or her supervision in accordance with GAAP and that he or she knows of no facts inconsistent with such Financial Statements and (2) to his or her knowledge, no Default or Event of Default has occurred is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, the period of its existence, and the action that Borrower has taken or proposes to take with respect thereto.