Common use of Delivery of Financial Information Clause in Contracts

Delivery of Financial Information. The Borrower shall deliver to the Lender: (a) within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2015), its audited consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, all audited by and accompanied by the opinion of an independent registered public accounting firm of recognized national standing to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP; (b) within forty-five (45) days after the end of each of the four (4) fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a financial officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes; (c) concurrently with the financial statements provided for in clauses (a) and (b), a Compliance Certificate with respect to the period to which such financial statements relate; and (d) such financial or other information in respect of its business and financial status as the Lender may reasonably require. Information required to be delivered pursuant to clauses (a) and (b) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the Securities Exchange Commission at xxxx://xxx.xxx.xxx.

Delivery of Financial Information. The Borrower shall deliver Prior to the Lender: Closing, the Seller shall cause to be delivered to the Buyer: (ai) within ninety the audited consolidated financial statements of the Companies (90) days after which shall include the end Companies and their Subsidiaries and only the Companies and their Subsidiaries), prepared in accordance with GAAP and audited by PricewaterhouseCoopers LLP or another accounting firm of each national standing selected by Seller that is registered with the Public Company Accounting Oversight Board and reasonably acceptable to Buyer (the “Auditing Firm”), consisting of an audited consolidated balance sheet as of December 31, 2017 and audited consolidated statements of operations and comprehensive income (loss), statements of cash flows and statements of stockholders’ equity for the fiscal year of the Borrower (commencing with the fiscal year ending Companies and their Subsidiaries ended December 31, 20152017 (collectively, the “Acquired Companies Audited Financial Statements”), its audited and (ii) unaudited interim consolidated financial statements prepared in accordance with GAAP consisting of (A) an unaudited interim consolidated balance sheet of the Companies and related their Subsidiaries as of (I) the last day of the most recent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Companies and their Subsidiaries that has been completed prior to the Closing Date and that has ended at least 45 days before the Closing Date and (II) the last day of the corresponding fiscal quarter of the 2017 fiscal year and (B) unaudited interim consolidated statements of incomeoperations and comprehensive income (loss), statements of cash flows and statements of stockholders’ equity and cash flows as of the end Companies and their Subsidiaries for (I) the most recent six or nine month, as applicable, fiscal period (other than the fourth fiscal quarter of and for such any fiscal year) of the Companies and their Subsidiaries that has been completed prior to the Closing Date and that has ended at least 45 days before the Closing Date and (II) the corresponding six or nine month, setting forth as applicable, fiscal period of the 2017 fiscal year (collectively, the “Acquired Companies Interim Financial Statements”), in each case referred to in comparative form the figures for the prior fiscal yearthis sentence that conform to, all audited by and accompanied are required to be filed by the opinion Buyer’s parent company pursuant to, the applicable requirements of an independent registered public accounting firm Regulation S-X under the Securities Act of recognized national standing 1933, as amended and the Securities Exchange Act of 1934, as amended. In addition, from the date hereof and prior to the effect that Closing, Seller shall provide such consolidated financial statements present fairlyinformation, in all material respectsor reasonable access thereto, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP; (b) within forty-five (45) days after the end of each of the four (4) fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a financial officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes; (c) concurrently with the financial statements provided for in clauses (a) and (b), a Compliance Certificate with respect to the period Companies and their Subsidiaries as may be reasonably requested by the Buyer to which such the Buyer to prepare or file pro forma financial statements relate; and (d) such financial information required by applicable Law to be prepared or other information filed in respect connection with the transactions contemplated hereby. The Seller also shall cooperate with the Buyer to provide any additional information, or reasonably access thereto, requested by the Buyer, in connection with the Buyer’s analysis of its business and financial status as the Lender may reasonably require. Information Acquired Companies Audited Financial Statements or Acquired Companies Interim Financial Statements required to be delivered pursuant included in any reports or other filings with the Securities and Exchange Commission in connection with the Acquisition. The Seller shall keep the Buyer informed on a reasonably current basis (and at any time upon the Buyer’s reasonable request) in reasonable detail of the status of its efforts to clauses (a) prepare the Acquired Companies Audited Financial Statements and (b) above the Acquired Companies Interim Financial Statements and obtain the audit described in this Section 6.18. All costs and expenses incurred by the Seller, the Companies and their Subsidiaries in connection with this Section 6.18 shall be deemed shared equally by the Buyer and Seller (i.e., 50/50); provided, however, that the Buyer’s obligation to have been delivered if share in the payment of such information, or one or more annual or quarterly reports containing such information, costs and expenses shall be available on the website of the Securities Exchange Commission at xxxx://xxx.xxx.xxxnot exceed $100,000.

Delivery of Financial Information. The Borrower (a) Honeywell shall deliver to Purchaser on or about June 12, 2008 (but no later than June 30, 2008) the Lender:Audited Financial Statements, and (ab) during the period beginning on the date of this Agreement and ending immediately prior to the Closing Date, Honeywell shall provide Purchaser (i) within ninety (90) 30 days after of the end of each fiscal year of the Borrower month and, (commencing with the fiscal year ending December 31, 2015), its audited consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as ii) within 45 days of the end of each fiscal quarter (including the fiscal quarter ended March 29, 2008, provided that the March 29 information shall be delivered to Purchaser on or about June 18, 2008 and for such fiscal yearno later than June 30, setting forth in each case in comparative form the figures for the prior fiscal year, all audited by and accompanied by the opinion of an independent registered public accounting firm of recognized national standing to the effect that such consolidated financial statements present fairly, in all material respects2008), the financial position, results unaudited consolidated balance sheets and related statements of operations income and cash flows of for the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and Business for such year in accordance with GAAP; (b) within forty-five (45) days after the end of each of the four (4) fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and for each completed fiscal month since the then elapsed portion last such quarter ended, which unaudited fiscal quarterly financial statements shall be prepared in accordance with GAAP and, in the cases of all monthly financial statements, as modified by the Specified Accounting Policies, on a basis otherwise consistent with the Audited Financial Statements and, in the case of any fiscal yearquarter, setting (x) set forth in each case in comparative form the figures for the corresponding period or periods fiscal quarter of the previous fiscal year and (y) shall have been reviewed by the independent accountants of Honeywell as provided in Statement on Auditing Standards No. 100 (each such set of statements in this clause (ii) being “Marketing Interim Financial Statements”). Purchaser and its accountants shall have until the earlier of (or, in A) five (5) Business Days from the case date of delivery of the balance sheet, as of the end ofAudited Financial Statements or (B) the day prior fiscal year, all certified by a financial officer of the Borrower as presenting fairly, in all material respectsto any public disclosure of, the financial position, results of operations Audited Financial Statements to review and cash flows of discuss the Borrower Audited Financial Statements with Honeywell and its consolidated subsidiaries on a consolidated basis as of Honeywell’s independent accountant who provided the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes; (c) concurrently with the financial statements provided for in clauses (a) and (b), a Compliance Certificate report with respect to such Audited Financial Statements; provided that Honeywell shall, and shall use its reasonable best efforts to cause its independent accountant to, provide reasonable access to the period necessary personnel and audit work papers for the Business following delivery of the Audited Financial Statements, provided, however, that Purchaser’s representatives and accountants shall execute any customary “hold harmless” or similar agreements reasonably requested by Honeywell’s independent accountants in connection with access to which such audit papers for the Business. If the Audited Financial Statements materially and adversely differ, on an aggregate basis, with respect to financial statements relatecondition or results of operation set forth in the Year-End Financials without giving effect to the adjustments set forth on Schedule 5.20, Purchaser may terminate the Agreement as set forth in Section 8.1(b); and (d) provided that in the event of such financial termination, Sellers shall have no liability or other information in respect of its business and financial status as obligation to Purchaser. If Purchaser does not terminate the Lender may reasonably require. Information required to be delivered pursuant to clauses (a) and (b) above Agreement within such period, Purchaser shall be deemed to have been accepted the Audited Financial Statements as delivered if such informationby Sellers and shall not have any right to terminate the Agreement on account of its disagreement or dissatisfaction with the Audited Financial Statements, except where the independent accountant of Honeywell has withdrawn or one or more annual or quarterly reports containing such information, shall be available on qualified its audit report with respect to the website of the Securities Exchange Commission at xxxx://xxx.xxx.xxxAudited Financial Statements.

Delivery of Financial Information. The Borrower Without limiting the provisions of Section 4.8, Sellers (i) shall use reasonable best efforts to deliver to the Lender: Purchaser within thirty (a) within ninety (9030) days after the end of each fiscal year Effective Date (A) historical unaudited and, to the extent required, audited financial statements of the Borrower Target Funds and of the Business necessary for the Purchaser Proxy Statement (commencing collectively, the “Requisite Financial Statements”) and shall cooperate with Purchaser in connection with the fiscal year ending December 31preparation of related pro forma financial statements, 2015), its audited consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form that comply with either (1) the figures for requirements of Regulation S-X under the prior fiscal year, all audited by rules and accompanied regulations of the SEC (as interpreted by the opinion staff of an independent registered public accounting firm of recognized national standing to the effect that such consolidated SEC) for financial statements present fairlythat would be required to be included in a Definitive Proxy Statement filed pursuant to Regulation 14A of the Exchange Act or (2) the requirements set forth in clause 1 except as the staff of the SEC may permit Purchaser by waiver of such requirements (in either case (1) or (2), in all material respectstogether with customary reports and “comfort” letters of Seller’s independent public accountants) and (B) an unaudited balance sheet of the Seller’s Business at March 31, 2006 (or any applicable subsequent periods), and the financial position, results related unaudited statement of operations income and cash flows of Seller’s Business for the Borrower applicable-month period then ended prepared in conformity with Section 2.5 and its consolidated subsidiaries on a consolidated basis as (ii) shall provide and make reasonably available upon reasonable notice the senior management employees of the end Seller to discuss the materials prepared and delivered pursuant to this Section 4.9. To the extent that Ernst & Young is unable to or does not deliver its audit report with respect to the audited portion of and for such year in accordance with GAAP; (b) the Requisite Financial Statements within forty-five (45) days after the end of each of the four Effective Date (4the “E&Y Outside Delivery Date”), Purchaser’s obligations under Section 4.7 shall be tolled for a period of time equal to the number of days from the E&Y Outside Delivery Date to the actual date such audited Requisite Financial Statements are delivered to Purchaser. Notwithstanding the forgoing, to the extent Sellers are not able to cause delivery of all Requisite Financial Statements within ninety (90) fiscal quarters of each fiscal year days of the BorrowerEffective Date, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of Purchaser shall have the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a financial officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject right to normal year-end audit adjustments and the absence of certain footnotes; (c) concurrently with the financial statements provided for in clauses (a) and (b), a Compliance Certificate with respect to the period to which such financial statements relate; and (d) such financial or other information in respect of its business and financial status as the Lender may reasonably require. Information required to be delivered pursuant to clauses (a) and (b) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the Securities Exchange Commission at xxxx://xxx.xxx.xxxterminate this Agreement.

Delivery of Financial Information. The Borrower shall deliver Prior to the Lender: Closing, Seller shall cause to be delivered to Purchaser: (ai) within ninety (90) days after the end of each fiscal year audited consolidated financial statements of the Borrower Company (commencing which shall include the Company and its Subsidiaries and only the Company and its Subsidiaries), prepared in accordance with U.S. GAAP and audited by Ernst & Young LLP or another accounting firm of national standing selected by Seller that is registered with the fiscal year ending Public Company Accounting Oversight Board and reasonably acceptable to Purchaser (the “Auditing Firm”), consisting of audited consolidated balance sheets as of December 31, 20152014 and December 31, 2015 and audited consolidated statements of operations and comprehensive income (loss), statements of cash flows and statements of stockholders’ equity for each of the fiscal years of the Company and its audited Subsidiaries ended December 31, 2013, December 31, 2014 and December 31, 2015 (collectively, the “DK Group Audited Financial Statements”), and (ii) unaudited interim consolidated financial statements prepared in accordance with U.S. GAAP consisting of (A) an unaudited interim consolidated balance sheet of the Company and related its Subsidiaries as of (I) the last day of the most recent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Company and its Subsidiaries that has been completed prior to the Closing Date and that has ended at least 45 days before the Closing Date and (II) the last day of the corresponding fiscal quarter of the 2015 fiscal year and (B) unaudited interim consolidated statements of incomeoperations and comprehensive income (loss), statements of cash flows and statements of stockholders’ equity and cash flows as of the end Company and its Subsidiaries for (I) the most recent six or nine month, as applicable, fiscal period (other than the fourth fiscal quarter of and for such any fiscal year) of the Company and its Subsidiaries that has been completed prior to the Closing Date and that has ended at least 45 days before the Closing Date and (II) the corresponding six or nine month, setting forth as applicable, fiscal period of the 2015 fiscal year (collectively, the “DK Group Interim Financial Statements”), in each case referred to in comparative form this sentence that conform to, and are required to be filed by Purchaser pursuant to, the figures for applicable requirements of Regulation S-X (“Regulation S-X”) under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, from the date hereof and prior fiscal year, all audited by and accompanied by the opinion of an independent registered public accounting firm of recognized national standing to the effect that Closing, Seller shall provide such consolidated financial statements present fairlyinformation, in all material respectsor reasonable access thereto, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP; (b) within forty-five (45) days after the end of each of the four (4) fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a financial officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes; (c) concurrently with the financial statements provided for in clauses (a) and (b), a Compliance Certificate with respect to the period Company and its Subsidiaries as may be reasonably requested by Purchaser to which such permit Purchaser to prepare or file pro forma financial statements relate; and (d) such financial information required by Legal Requirement to be prepared or other information filed in respect connection with the transactions contemplated hereby. Seller also shall cooperate with Purchaser to provide any additional information, or reasonably access thereto, requested by Purchaser, in connection with Purchaser’s analysis of its business and financial status as the Lender may reasonably require. Information DK Group Audited Financial Statements or DK Group Interim Financial Statements required to be delivered pursuant included in any reports or other filings with the Securities and Exchange Commission in connection with the Transaction. Seller shall keep Purchaser informed on a reasonably current basis (and at any time upon Purchaser’s reasonable request) in reasonable detail of the status of its efforts to clauses (a) prepare the DK Group Audited Financial Statements and (b) above the DK Group Interim Financial Statements and obtain the audit described in this Section 6.6. All costs and expenses incurred by Seller, the Company and its Subsidiaries in connection with this Section 6.6 shall be deemed shared equally by Purchaser and Seller (i.e., 50/50); provided, however, that Purchaser’s obligation to have been delivered if share in the payment of such informationcosts and expenses shall not exceed $500,000. In no event shall Purchaser, prior to the Closing, take any action, including filing an registration statement with the SEC or one seeking the effectiveness of any registration statement, that requires Purchaser to file the DK Group Audited Financial Statements or more annual or quarterly reports containing such information, shall be available on DK Interim Financial Statements prior to the website Closing as a result of the Securities Exchange Commission at xxxx://xxx.xxx.xxxexecution of this Agreement.

Delivery of Financial Information. The Borrower Corporation shall deliver to the LenderDTV Holding: (a) as soon as practicable, but in any event within ninety one hundred twenty (90120) days after of the end of each fiscal year year, audited income statements and statements of the Borrower (commencing with the cash flow for such fiscal year ending December 31year, 2015), its an audited consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, all audited by and accompanied by the opinion a statement of an independent registered public accounting firm of recognized national standing to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis stockholders' equity as of the end of and for such year fiscal year, all prepared in accordance with GAAP; (b) as soon as practicable, but in any event within fortythirty (30) days of the end of each fiscal quarter of the Corporation (other than the fourth fiscal quarter of the Corporation), an unaudited statement of income, unaudited statement of cash flow, unaudited statement of stockholders' equity and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-five end audit adjustments and (45ii) not contain all notes thereto that may be required in accordance with GAAP); (c) as soon as practicable, but in any event within thirty (30) days after the end of each of the four first eleven (411) fiscal quarters months of each fiscal year of the BorrowerCorporation, its consolidated balance sheet and related consolidated statements an unaudited statement of income, stockholders’ equity unaudited statement of cash flow, and cash flows an unaudited balance sheet as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal yearmonth, all certified by a financial officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year prepared in accordance with GAAP, GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and the absence of certain footnotes(ii) not contain all notes thereto that may be required in accordance with GAAP); (cd) concurrently with as soon as practicable, but in any event within thirty (30) days of the financial statements provided beginning of each fiscal year, an annual capital and operating budget for in clauses (a) and (b)such fiscal year, a Compliance Certificate with respect to which budget shall have been approved by the period to which such financial statements relateBoard of Directors; and (de) such other financial or other and business information reasonably requested by DTV Holding from time to time. If, for any period, the Corporation has any Subsidiary whose accounts are consolidated with those of the Corporation, then in respect of its business and such period the financial status as the Lender may reasonably require. Information required to be statements delivered pursuant to clauses (a) and (b) above the foregoing sections shall be deemed the consolidated and consolidating financial statements of the Corporation and all such consolidated Subsidiaries. Notwithstanding anything else in this Section 9.1 to have been delivered the contrary, the Corporation may cease providing the information set forth in this Section 9.1 during the period starting with the date sixty (60) days before the Corporation’s good-faith estimate of the date of filing of a registration statement for a Public Offering if it reasonably concludes based on the reasonable conclusion of the Corporation's counsel it must do so to comply with the Securities and Exchange Commission rules applicable to such information, or one or more annual or quarterly reports containing such information, registration statement and Public Offering; provided that the Corporation’s covenants under this Section 9.1 shall be available on reinstated at such time as the website Corporation is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. DTV Holding may request delivery of the Securities Exchange Commission at xxxx://xxx.xxx.xxxinformation set forth in this Section 9.1 in electronic form.

Delivery of Financial Information. The Borrower shall deliver For so long as Purchaser, in order to meet its reporting obligations in the United States pursuant to the LenderExchange Act, is required in the preparation of its statutory financial statements under and in accordance with GAAP to reflect its holdings of shares of Common Stock of the Company applying the equity -method, the Company shall, at its sole cost and expense, prepare and submit to Purchaser the following documents and information no later than the dates or times set out below, each in form and substance consistent with the financial statements prepared by the Company for purposes of enabling Parent to properly comply with its reporting obligations in the United States pursuant to the Exchange Act: (ai) Unaudited consolidated financial statements, including consolidated balance sheets and statement of income, of the Company for the previous fiscal quarter within ninety (90) days after of the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2015), its audited consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal yearquarter, all audited by and accompanied by the opinion of an independent registered public accounting firm of recognized national standing to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such year prepared in accordance with GAAP; (bii) Unaudited consolidated financial statements, including consolidated balance sheets and statement of income, of the Company for the previous fiscal year within forty-five ninety (4590) days after of the end of each of the four (4) fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a financial officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year prepared in accordance with GAAP, subject and upon the request of Purchaser, such unaudited annual consolidated financial statements shall be reviewed by the Company’s outside auditors prior to normal year-end audit adjustments and the absence of certain footnotessuch date; (ciii) concurrently with At such time as Purchaser is no longer required to account for the Company as an equity-method affiliate in its statutory financial statements provided for under and in clauses (aaccordance with GAAP, the Company shall, at its sole cost and expense, prepare and submit to Purchaser the year-to-date financial information stipulated in Section 1(a)(i) and (bor Sections 1(a)(ii), a Compliance Certificate with respect to as applicable, depending on the timing of the change in Purchaser’s accounting treatment of the Company, for the quarterly fiscal period to which such financial statements relateimmediately after the change; and (div) such financial or Such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as Purchaser may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 1(a) to provide information (A) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form reasonably acceptable to the Company) or (B) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel, as reasonably determined by the Company in good faith and upon the advice of counsel. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company and the Company reports such information on a consolidated basis to Parent for purposes of the preparation of Parent’s financial statements, then in respect of its business and such period the financial status as the Lender may reasonably require. Information required statements to be delivered pursuant to clauses (a) and (b) above the foregoing sections shall be deemed the consolidated financial statements of the Company and all such consolidated subsidiaries. Purchaser agrees to have been delivered if keep confidential any financial information provided to Purchaser pursuant to this Section 1(a), pursuant to Section 1(b) below or otherwise provided to Purchaser hereunder by the Company, Seller or Parent and to maintain such informationinformation in confidence until such time as the Company, Seller or one or more annual or quarterly reports containing Parent, as applicable, publicly discloses such informationinformation in a manner that complies with Regulation FD. Purchaser agrees to use such information only in the preparation of Purchaser’s financial statements and, except as may be required pursuant to Section 1(b)(iii) below, shall be available on not publish the website financial statements of the Securities Exchange Commission Company as separate financial statements. Notwithstanding anything else in this Section 1(a) to the contrary, the Company may cease providing the information described in this Section 1(a) during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided, however, that the Company’s covenants under this Section 1(a) shall be reinstated at xxxx://xxx.xxx.xxxsuch time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

Delivery of Financial Information. The Borrower shall deliver From and after the date hereof and prior to the Lender: (a) within ninety (90) days Closing, Seller shall use its reasonable best efforts to cause to be delivered to Buyer certain financial information as described in a written notice from Buyer, which such notice shall be delivered to Seller as soon as reasonably practicable after the end date of each fiscal year of the Borrower (commencing with the fiscal year ending December 31this Agreement, 2015), its audited consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal year, setting forth but in each case in comparative form the figures for the prior fiscal year, all audited by and accompanied by the opinion of an independent registered public accounting firm of recognized national standing to the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP; (b) any event within forty-five (45) days after following the end date of each this Agreement, and which such notice shall specifically elect whether such financial information shall consist of either: (i) the audited consolidated financial statements of the four Company (4which shall include the Company and the Company Subsidiaries and only the Company and the Company Subsidiaries) fiscal quarters consisting of each fiscal year of the Borrowerconsolidated, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows audited Balance Sheets as of the end October 31, 2012 and 2013 and consolidated, audited Statements of Income, Statements of Cash Flows and Statements of Stockholders’ Equity for such fiscal quarter and the then elapsed portion of the fiscal yearyears ended October 31, setting forth 2011, 2012 and 2013, in each case in comparative form (x) that conform to the figures for applicable requirements of Regulation S‑X (17 C.F.R. Part 210) (“Regulation S‑X”) under the corresponding period or periods Securities Act of 1933 (or, in the case of the balance sheet, as of the end of“Securities Act”) the prior fiscal year, all certified by a financial officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence Securities Exchange Act of certain footnotes; 1934 (c) concurrently with the financial statements provided for in clauses (a“Exchange Act”) and (b)y) the scope and presentation of which satisfy Buyer’s financial reporting obligations under the Securities Act and the Exchange Act and the regulations promulgated thereunder (collectively, a Compliance Certificate the “Securities Laws”) with respect to the period to which such acquisition of the Acquired Companies (the “Dakota Audited Financial Statements”) or (ii) the audited consolidated financial statements relate; and of the Company (dwhich shall include the Company Subsidiaries, the Subsidiaries identified on Schedule 4.3 and any other entities or businesses owned or operated by the Company during the applicable periods noted below in this clause (ii)) such financial or other information consisting of consolidated, audited Balance Sheets as of October 31, 2012 and 2013 and consolidated, audited Statements of Income, Statements of Cash Flows and Statements of Stockholders’ Equity for the fiscal years ended October 31, 2011, 2012 and 2013, in respect each case, complying with the provisions of its business and financial status as the Lender may reasonably require. Information required to be delivered pursuant to clauses (ai)(x) and (bi)(y) above (the “Consolidated Audited Financial Statements”; and, together with the Dakota Audited Financial Statements, the “Delivered Financial Statements”). In addition, from the date hereof and prior to the Closing, Seller shall be deemed use reasonable best efforts to have been delivered if provide such information, or one reasonable access thereto, with respect to the Company and its Subsidiaries as may be reasonably requested by Buyer to permit Buyer to prepare pro forma financial information required to be prepared or more annual filed in connection with the transactions contemplated hereby, including the Financing (collectively with the Delivered Financial Statements, the “Financial Information”). Seller also shall cooperate with Buyer, and provide any additional information reasonably requested by Buyer, in connection with Buyer’s analysis of the appropriate Delivered Financial Statements to include in any reports or quarterly reports containing other filings with the Securities and Exchange Commission in connection with the transactions contemplated hereby, including the Financing. The Delivered Financial Statements shall contain an unqualified audit opinion by Xxxx Xxxxxx LLP or another accounting firm of national standing reasonably acceptable to Buyer, provided that any such informationaudit of the Delivered Financial Statements must be prepared by an audit firm registered with the Public Company Accounting Oversight Board (“PCAOB”) and the audit report for the Delivered Financial Statements must refer to PCAOB standards. Seller shall provide reasonable access to such documentation and other information and provide such reasonable assistance as is reasonably necessary for the accounting firm responsible for reviewing and auditing the Delivered Financial Statements to perform its audits, including the execution and delivery of a reasonable and customary representation letter to such accounting firm (if and to the extent reasonably required by such accounting firm). Seller shall keep Buyer informed on a reasonably current basis (and at any time upon Buyer’s reasonable request) in reasonable detail of the status of its efforts to prepare the Delivered Financial Statements and obtain the audit described in this Section 6.9. All costs and expenses incurred in connection with this Section 6.9 shall be available on the website of the Securities Exchange Commission at xxxx://xxx.xxx.xxxpaid by Buyer.

Delivery of Financial Information. The Borrower shall deliver Unless the Company becomes subject to the Lenderreporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will, at its expense: (a) furnish to the Trustee, within ninety (90) 60 days after the end last day of each fiscal quarter of each fiscal year of the Borrower Company (commencing with other than the fourth such fiscal quarter in any fiscal year), financial statements (which shall be as of and for the portion of the fiscal year ending December 31, 2015then ended and prepared in accordance with GAAP (the “Quarterly Financials”), its audited ; such financial statements are to include the Company’s consolidated balance sheet as of the end of such fiscal quarter and related its consolidated statements statement of income, stockholders’ changes in shareholders equity and cash flows for the portion of the fiscal year then ended (or such other types of financial information or financial statements as at the time are specified by GAAP), setting forth in comparative form the corresponding figures as of the end of, and for the corresponding portion of, the preceding fiscal year, all prepared in accordance with GAAP; and such financials may be subject to customary year-end adjustments, with footnote and schedule disclosure abbreviated or omitted; (b) furnish to the Trustee, within 120 days after the last day of each fiscal year, the Company’s consolidated balance sheet as of the end of such fiscal year and its consolidated statement of income, changes in shareholders equity and cash flows for such fiscal year (or such other types of financial statements as at the time are specified by GAAP) (the “Annual Financials”), setting forth in comparative form the corresponding figures as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the prior preceding fiscal year, all audited by prepared in accordance with GAAP and accompanied by the opinion an audit report of an independent registered public accounting a firm of independent public accountants of recognized national international standing to selected by the effect that such consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such year in accordance with GAAP; (b) within forty-five (45) days after the end of each of the four (4) fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a financial officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes;Company; and (c) concurrently with upon written certification from any Person that is a Holder of Securities or any beneficial owner of an interest in a Global Security (which request must be provided as set forth in Section 13.5 hereof and must indicate whether the Person making such request is a Holder or beneficial owner of Securities), promptly deliver to such Holder or beneficial owner, as the case may be, by mailing or otherwise providing electronically to such Holder or beneficial owner or by posting on a website or by any online data system a copy of the financial information or financial statements then most recently provided to the Trustee pursuant to subparagraph (1) or (2) above, as the case may be, and thereafter, unless otherwise expressly stated in such request, deliver to such Holder or beneficial owner, as the case may be, a copy of all subsequent financial information and financial statements provided for in clauses to the Trustee pursuant to subparagraphs (a1) and (b), a Compliance Certificate with respect 2) above (such financial information and financial statements to be delivered to such Holder or beneficial owner as promptly as practicable following the delivery thereof to the period Trustee) unless such request is revoked by such Holder or beneficial owner by notice to which the Company delivered as provided herein or until such financial statements relate; andtime as the Company shall have reasonably determined that such Person is no longer a Holder or beneficial owner of Securities. (d) Delivery of such financial reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such documents shall not constitute constructive notice of any information contained therein or other determinable from information in respect contained therein, including the Company’s compliance with any of its business and financial status covenants hereunder (as to which the Lender may reasonably require. Information required Trustee is entitled to be rely exclusively on an Officers’ Certificate or certificates delivered pursuant to clauses (a) and (b) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the Securities Exchange Commission at xxxx://xxx.xxx.xxxSection 4.12).

Delivery of Financial Information. The Borrower shall deliver to the Lenderto: (ai) within the Lenders, commencing with the Fiscal Quarter ending June 30, 2021, as soon as possible but in any event not later than ninety (90) days after the end of each fiscal year Fiscal Quarter, each of the Borrower following quarterly statements and reports for such Fiscal Quarter: (commencing with the fiscal year ending December 311) unaudited Financial Statements including cash flow statements, 2015), its audited a consolidated balance sheet and related consolidated statements income statement of income, stockholders’ equity and cash flows as Borrower prepared in accordance with GAAP; (2) together with a certificate signed by an Authorized Officer of Borrower substantially in the end form of and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, all audited by and accompanied by the opinion of an independent registered public accounting firm of recognized national standing Exhibit C to the effect that such consolidated financial statements present fairlyFinancial Statements, while not audited by independent public accountants, reflect, in the opinion of Borrower, all adjustments necessary to fairly present, in all material respects, the financial position, position of Borrower and the results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of at the end of and for such year Fiscal Quarter in accordance with GAAP; (b) within forty-five (45) days after the end of each of the four (4) fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related consolidated statements of income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the prior fiscal year, all certified by a financial officer of the Borrower as presenting fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance conformity with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes, and (3) a portfolio report prepared by the Administrator including information regarding delinquencies of the Eligible Blended Portfolio Loans by number of days past-due as reported to Borrower by the applicable CDFI Originator in its monthly loan performance file; (cii) concurrently the Lenders, as soon as possible but in any event not later than one- hundred and fifty (150) days after the end of each Fiscal Year commencing with the financial statements provided Fiscal Year ending December 31, 2021, (1) Borrower’s annual audited, Financial Statements for in clauses (a) such Fiscal Year accompanied by an unqualified report and (b), a Compliance Certificate with respect opinion of an independent public accountant reasonably satisfactory to the period Required Lenders and IBank (or the Administrative Agent with consent of the Required Lenders and IBank) retained by Borrower, and which report and opinion shall be prepared in accordance with generally accepted auditing standards relating to reporting and which report and opinion shall contain no material exceptions or qualifications except for qualifications relating to accounting changes (with which such independent public accountants concur) in response to FASB releases or other authoritative pronouncements, together with a certificate signed by an Authorized Officer of Borrower to the effect that such Financial Statements fairly present, in all material respects, the combined financial statements relateposition of Borrower as of the dates indicated and the results of its operations for the periods indicated in conformity with GAAP; and (d) such financial or other information in respect of its business and financial status as the Lender may reasonably require. Information required to be delivered pursuant to clauses (a) and (b) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the Securities Exchange Commission at xxxx://xxx.xxx.xxx.