Common use of Financial and Business Information Clause in Contracts

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintain, for itself shall cause to be delivered to each Purchaser and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes a Note that is an Institutional Investor: 7.1.1 Within 90 (a) Quarterly Statements — within 60 days after (or such shorter period as is the close of each of its fiscal years, date by which such financial statements prepared in accordance with Agreement Accounting Principles are required to be delivered under any Material Credit Facility or the date on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of such period, statements of income and statements of cash flows, accompanied by (a) each quarterly fiscal period in the case of such statements each fiscal year of the Company and its Subsidiaries, an audit report, unqualified as to scope, Trust (other than the last quarterly fiscal period of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for each such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants.year), duplicate copies of, 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, i. a consolidated unaudited balance sheets sheet of the Trust and its Subsidiaries as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, and ii. consolidated unaudited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to fairness of presentationchanges resulting from year-end adjustments, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as delivery within the Company is a reporting company, filing time period specified above of copies of the Trust’s Quarterly Report on Form 10-Q by (the Company with respect to a fiscal quarter within such 45“Form 10-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if anyQ”) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are prepared in compliance with all the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any7.1(a) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and Trust; (b) Annual Statements — within 100 days (or such shorter period as is the date by which such financial statements are required to be delivered under any notice alleging Material Credit Facility or the date on which such corresponding financial statements are delivered under any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings Credit Facility if such delivery occurs earlier than such required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days delivery date) after the beginning end of each fiscal year of the CompanyTrust, duplicate copies of: i. a copy consolidated audited balance sheet of the plan Trust and forecast its Subsidiaries, as at the end of such year, and ii. consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (including without a projected consolidated balance sheet, income statement “going concern” or similar qualification or exception and funds flow statementwithout any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the Company financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Trust’s Annual Report on Form 10-K (the “Form 10-K”) for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days year (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (ithe Trust’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) to prepared in accordance with the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly requirements therefor and the most recently delivered Borrowing Base Certificate accounting opinion required herein and filed with the SEC, shall be deemed to satisfy the applicable Borrowing Base Certificate for purposes requirements of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.7.1(b);

Financial and Business Information. The Company will maintainDeliver to the Purchasers: (a) Within 45 days after the close of each fiscal quarter (excluding the last fiscal quarter of each fiscal year) of the Consolidated Entities commencing with the fiscal quarter ending June 30, for itself and each Subsidiary2015, a system consolidated balance sheet of accounting established the Consolidated Entities as of the close of such fiscal quarter and administered consolidated statements of income and cash flows for the Consolidated Entities for the fiscal quarter then ended and for that portion of the fiscal year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or in the case of the balance sheet, as of the end of) the preceding fiscal year, certified by the Borrower’s present or chief financial officer as presenting fairly in all material respects the financial condition and results of operations of the Consolidated Entities on a consolidated basis in accordance with generally accepted accounting principlesGAAP consistently applied, subject only to audit and furnish to each holder year-end adjustments and the absence of Notes that is an Institutional Investor:footnotes; 7.1.1 (b) Within 90 days after the close of each fiscal year of its fiscal yearsthe Consolidated Entities, financial statements prepared in accordance with Agreement Accounting Principles on a an audited consolidated basis for itself and its Subsidiaries, including in each case balance sheets sheet of the Consolidated Entities as of the end close of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and audited consolidated statements of income and a statement of cash flows for the period from Consolidated Entities for the beginning of such fiscal year then ended, including the notes to the end of such quartereach, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal year, accompanied by a report thereon by such certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided public accountant containing an opinion that so long as the Company is a reporting company, filing of the Form 10-Q by the Company not qualified with respect to a fiscal quarter within scope limitations imposed by the Consolidated Entities to the effect that such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; and (c) Within a reasonable time, upon any Purchaser’s request, such fiscal quarter under other information about the financial condition and operations of the Consolidated Entities as the Purchasers may from time to time reasonably request. Any financial statement, report or notice required to be furnished pursuant to this Section 7.1.2 with respect 5.1 shall be deemed to have been furnished on the statements of date on which and, provided such date is within the Company and all of its Subsidiaries). 7.1.3 Simultaneously period specified, such requirement will be satisfied if, the Borrower files a form, report or other document with the delivery SEC that contains such financial statement or filing of each set of consolidated report required hereunder and any officer certification requirement pursuant to this Section 5.1 with regards to any financial statements referred to in Sections 7.1.1 and 7.1.2 above, shall be satisfied if the related consolidating financial statements of Borrower files with the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate SEC the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements certifications required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any timefinancial statements. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Deliver to each holder of Notes that is an Institutional Investorthe Bank: 7.1.1 (a) Within 90 forty-five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a consolidated balance sheet of the Borrower and its fiscal yearsSubsidiaries as of the close of such Fiscal Quarter and consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then ended, financial statements all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all prepared in accordance with Agreement Accounting Principles GAAP applied on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as consistent with that of the end preceding period or containing disclosure of such the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, statements of income subject only to audit and statements of cash flowsyear-end adjustments, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K certified by the Company with respect Borrower’s president or chief financial officer to a fiscal year within such 90-day period on the website of the Securities be true and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and accurate; (b) any management letter prepared by said accountants. 7.1.2 Within 45 one hundred twenty (120) days after the close of the first three quarterly periods Fiscal Year of each the Borrower, an audited consolidated balance sheet of its fiscal years, for itself the Borrower and its Subsidiaries, consolidated unaudited balance sheets Subsidiaries as at of the close of each such period Fiscal Year and audited consolidated statements of income and a statement of cash flows for the period from Borrower and its Subsidiaries for the beginning of such fiscal year Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public accountant reasonably acceptable to the end of such quarterBank, all certified as to fairness of presentation, compliance in accordance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided GAAP applied on a basis consistent with that so long as the Company is a reporting company, filing of the Form 10-Q preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by the Company a report thereon by such certified public accountant containing an opinion that is not qualified with respect to a fiscal quarter within such 45-day period on scope limitations imposed by the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 Borrower or its Subsidiaries or with respect to accounting principles followed by the statements of the Company and all of Borrower or its Subsidiaries).Subsidiaries not in accordance with GAAP; 7.1.3 Simultaneously (c) Concurrently with the delivery or filing of each set of consolidated the financial statements referred to described in Sections 7.1.1 and 7.1.2 subsection (b) above, a certificate addressed to the related consolidating Bank from the independent certified public accountant that in making its audit of the financial statements of the Company Borrower and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operationsSubsidiaries, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing it obtained no knowledge of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer occurrence or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event existence of Default exists, or if any Default or Event of Default existsunder this Agreement, stating or specifying the nature and status thereofperiod of existence of any such Default or Event of Default; provided, however, that such accountant shall not be liable to anyone by reason of its failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards; (d) Concurrently with the delivery of the financial statements described in subsections (a) and (b) above, a certificate executed and delivered Compliance Certificate with respect to the period covered by the chief executive officer financial statements being delivered thereunder, executed by the president or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as Borrower, together with a Covenant Compliance Worksheet reflecting the Company is a reporting company, inclusion computation of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 financial covenants set forth in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Article VI as of the last day of the applicable reporting period and of any new Subsidiary covered by such financial statements; (whether a Restricted Subsidiary e) On or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after before the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy earlier of (ai) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after of the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, Closing Date and (ii) November 30, 2005, a copy consolidated balance sheet of the most recent static pool report Borrower and its Subsidiaries as of December 31, 2004 and consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the two-month period then ended, all prepared in accordance with respect GAAP, and certified by the Borrower’s president or chief financial officer to be true and accurate; (f) Prompt notice of any Material Adverse Change; and (g) Within a reasonable time, upon the Bank’s request, such Receivables Portfolios other information about the property, financial condition and operations of the Borrower and its Subsidiaries as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes Bank may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintainBorrower shall deliver, for itself and shall cause SU to deliver, and shall use commercially reasonable efforts to cause each Subsidiaryother Qualified Lessee (other than any Consolidated Qualified Lessee) to deliver, to each Fixed Rate Note Holder (provided, that no default shall arise under this Section 6.1 as a system result of accounting established the failure by a Qualified Lessee other than SU to deliver financial statements and administered other documents in accordance with generally accepted accounting principles, the requirements of an applicable Lease and furnish to each holder of Notes that such Lease is an Institutional Investor: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared terminated in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by Section 7.16 hereunder): (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods end of each quarterly fiscal period in each calendar year of its fiscal years, for itself such Person and its Subsidiaries, consolidated unaudited balance sheets as at Subsidiaries (excluding the close last quarterly fiscal period of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning calendar year), duplicate copies of (i) balance sheets of such fiscal year to Person and its Subsidiaries on a consolidated basis as at the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and (ii) profit and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities loss statements and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial cash flows statements for such fiscal Person and its Subsidiaries on a consolidated basis for such quarter under this Section 7.1.2 with respect to and (in the statements case of the Company second and third quarters) for the portion of the calendar year ending with such quarter, (iii) setting forth in each case in comparative form the figures for the corresponding periods in the previous calendar year, all of its Subsidiaries). 7.1.3 Simultaneously in reasonable detail, prepared in accordance with the delivery or filing of each set of consolidated GAAP applicable to quarterly financial statements referred to generally, and certified by a Senior Financial Officer of such Person as fairly presenting, in Sections 7.1.1 and 7.1.2 aboveall material respects, the related consolidating financial statements position of the Company companies being reported on and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the their results of operations, operations and cash flows, accounts and other assets and Indebtedness or other liabilities subject to changes resulting from year-end adjustments; (b) Within 90 days after the end of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing each calendar year of the financial statements required under Sections 7.1.1Borrower and each Qualified Lessee (other than a Consolidated Qualified Lessee), 7.1.2 and 7.1.3as applicable, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: duplicate copies of (i) balance sheets of such Person and its Subsidiaries on a consolidated basis as at the calculations necessary to determine compliance end of such year; and (ii) statements of income, profit and loss statements and cash flow statements for such Person and its Subsidiaries on a consolidated basis for such year, setting forth in each case in comparative form the figures for the previous calendar year, all in reasonable detail, prepared in accordance with Sections 10.1GAAP, 10.3and accompanied by (A) an opinion thereon of Ernst & Young LLP or another independent public accounting firm of nationally recognized standing selected by the Borrower or such Qualified Lessee (herein, 10.4the “Approved Accountant”), 10.5which opinion shall state that such financial statements present fairly, 10.12in all material respects, 10.13the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, 10.14and that the examination of the Approved Accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, 10.15and that such audit provides a reasonable basis for such opinion in the circumstances, 10.17 and 10.19, an Officer’s Certificate and (B) a certificate of the Approved Accountants stating that no they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default (or, in the case of a Qualified Lessee, any default or event of default under any Leases under which such Qualified Lessee is a lessee), and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that the Approved Accountants shall not be liable, directly or if indirectly, for any failure to obtain knowledge of any Default or Event of Default exists(or, stating in the nature and status thereofcase of a Qualified Lessee, any default or event of default under the applicable Lease) unless the Approved Accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); (c) Promptly upon their becoming available, and a certificate executed to the extent not otherwise required to be delivered pursuant to another provision of this Agreement, one copy of (i) each financial statement and delivered budget and such other reports and notices as the Fixed Rate Note Holders may reasonably request sent by the chief executive officer Borrower or chief financial officer stating that the Company and each of any Qualified Lessee to its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting companySubsidiaries, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth each report or filing (without exhibits except as expressly requested by the names of Fixed Rate Note Holders) other than regular and periodic reports and filings made by the Borrower, any Subsidiary, or any Qualified Lessee to any state or Federal regulatory body and (iii) each of report and filing made by the Unrestricted Subsidiaries Borrower to its lenders; (if anyd) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible Promptly, and in any event within 10 days 5 Business Days after (i) a Responsible Officer of the Company knows Borrower becoming aware of the existence of any Default or Event of Default or that any Reportable Event Person has occurred given any notice or taken any action with respect to a claimed default hereunder or that any PlanPerson has given any notice or taken any action with respect to a claimed default of the type referred to in Section 8.1(i), a statementwritten notice specifying the nature and period of existence thereof and what action the Borrower or any Subsidiary is taking or proposes to take with respect thereto and (ii) the Borrower receives a written notice of default under a System Lease from the applicable Qualified Lessee, signed by a copy of such notice of default or a written notice specifying the chief financial officer, treasurer nature and period of existence of such default and what action the Borrower is taking or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto.; 7.1.7 As soon as possible (e) Promptly, and in any event within 10 days after 5 Business Days of receipt (or knowledge thereof by a Responsible Officer of the Company thereof, a copy Borrower) of (a) copies of any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the CompanyBorrower, any of its Restricted SubsidiariesSubsidiary, or any Qualified Lessee from any Federal or state Governmental Authority relating to any order, ruling, statute or other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation that could reasonably be expected to have a Material Adverse Effect; (f) Promptly, and in any event within 5 Business Days of receipt (or knowledge by a Responsible Officer of the Company Borrower) thereof: (i) any pending or any threatened adversarial or contested proceeding of its Restricted Subsidiariesor before a Governmental Authority relating to the System or the System Leases that, which, individually or in either casethe aggregate, could reasonably be expected to have a Material Adverse Effect.; 7.1.8 Promptly upon (ii) any litigation or proceeding taken or threatened in writing against the filing thereofBorrower, copies of all registration statements and annualany Subsidiary, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SECQualified Lessee, includingthat, without limitationif successful, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto.could reasonably be expected to result in a Material Adverse Effect; 7.1.9 (g) As soon as practicable, available and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 30 days after the close of each calendar monthyear of the Borrower and each Qualified Lessee (other than a Consolidated Qualified Lessee), as the case may be, the Company shall provide annual budget of the holders of Notes with a Borrowing Base Certificate Borrower and its Subsidiaries and each Qualified Lessee, as applicable; and (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in h) With reasonable promptness, such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) other data and information relating to the extent requested by the Required Holdersbusiness, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Baseoperations, and (ii) a copy affairs, financial condition, assets or properties of the most recent static pool report with respect Borrower or relating to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer ability of the Company). The Company may update Borrower to perform its obligations hereunder and under the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) Fixed Rate Notes as any holder of Notes may from time to time may be reasonably request. If requested by any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateFixed Rate Note Holders.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Deliver to each holder of Notes that is an Institutional Investorthe Bank: 7.1.1 (a) Within 90 forty-five (45) days after the close of each of its the first three fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in quarters of each case balance sheets as fiscal year of the end of such periodParent (or, statements of income and statements of cash flowsif earlier, accompanied by within three (a3) in days after the case of such statements of the Company and Parent files its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Quarterly Report on Form 10-K by the Company Q for with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to quarter), a consolidated balance sheet of the Parent and its Subsidiaries as of the close of such fiscal quarter and consolidated statements of income and cash flows for the Company Parent and its Subsidiaries for the fiscal quarter then ended and for that portion of the fiscal year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal year, all prepared in accordance with GAAP applied on a basis consistent with that of its Subsidiaries) the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Parent’s president or chief financial officer to be true and accurate; (b) any management letter prepared by said accountants. 7.1.2 Within 45 one hundred twenty (120) days after the close of the first fiscal year of the Parent (or, if earlier, within three quarterly periods (3) days after the Parent files its Annual Report on 10-K with the Securities and Exchange Commission for such fiscal year), an audited consolidated balance sheet of each of its fiscal years, for itself the Parent and its Subsidiaries, consolidated unaudited balance sheets Subsidiaries as at of the close of each such period fiscal year and audited consolidated statements of income and a statement of cash flows for the period from Parent and its Subsidiaries for the beginning of such fiscal year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal year, prepared by an independent certified public accountant reasonably acceptable to the end of such quarterBank, all certified as to fairness of presentation, compliance in accordance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided GAAP applied on a basis consistent with that so long as the Company is a reporting company, filing of the Form 10-Q preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by the Company a report thereon by such certified public accountant containing an opinion that is not qualified with respect to a fiscal quarter within such 45-day period on scope limitations imposed by the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 Parent or its Subsidiaries or with respect to accounting principles followed by the statements of the Company and all of Parent or its Subsidiaries).Subsidiaries not in accordance with GAAP; 7.1.3 Simultaneously (c) Concurrently with the delivery or filing of each set of consolidated the financial statements referred to described in Sections 7.1.1 and 7.1.2 subsection (b) above, a certificate addressed to the related consolidating Bank from the independent certified public accountant that in making its audit of the financial statements of the Company Parent and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operationsSubsidiaries, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing it obtained no knowledge of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer occurrence or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event existence of Default exists, or if any Default or Event of Default existsunder this Agreement, stating or specifying the nature and status thereofperiod of existence of any such Default or Event of Default; provided, however, that such accountant shall not be liable to anyone by reason of its failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards; (d) Concurrently with the delivery of the financial statements described in subsections (a) and (b) above, a certificate executed and delivered Compliance Certificate with respect to the period covered by the chief executive officer financial statements being delivered thereunder, executed by the president or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as Borrower, together with a Covenant Compliance Worksheet reflecting the Company is a reporting company, inclusion computation of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 financial covenants set forth in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Article VI as of the last day of the applicable reporting period and covered by such financial statements; (e) Prompt notice of any new Subsidiary Material Adverse Change; and (whether f) Within a Restricted Subsidiary or reasonable time, upon the Bank’s request, such other information about the property, financial condition and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer operations of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes Parent and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios Subsidiaries as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes Bank may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Whitestone REIT and the Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish shall deliver to each holder of Notes a Note that is an Institutional Investor: 7.1.1 Within 90 (a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of Whitestone REIT’s Quarterly Report on Form 10‑Q (the “Form 10‑Q”) with the SEC regardless of whether Whitestone REIT is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the close end of each quarterly fiscal period in each Fiscal Year of its Whitestone REIT (other than the last quarterly fiscal yearsperiod of each such Fiscal Year), (i) consolidated and consolidating balance sheets of Whitestone REIT, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself the Company and its Subsidiaries, including in each case balance sheets Subsidiaries as of at the end of such periodquarter, and (ii) consolidated and consolidating statements of income income, retained earnings and statements cash flows of cash flowsWhitestone REIT, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company quarter and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Companysecond and third quarters) for the portion of the Fiscal Year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally (subject to the absence of footnote disclosures and year‑end audit adjustments), and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; (b) Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of Whitestone REIT’s Annual Report on Form 10‑K (in the case “Form 10‑K”) with the SEC regardless of whether Whitestone REIT is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any GuarantorMaterial Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close end of each calendar monthFiscal Year of Whitestone REIT, (i) consolidated and consolidating balance sheets of Whitestone REIT, the Company shall provide and its Subsidiaries as at the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount end of such Borrowing Base)year, together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and and (ii) a copy consolidated and consolidating statements of income, retained earnings and cash flows of Whitestone REIT, the most recent static pool report with respect to Company and its Subsidiaries for such Receivables Portfolios as year, setting forth in each case in comparative form the Required Holders reasonably deem desirablefigures for the previous Fiscal Year, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial informationreasonable detail, and including the audit report prepared in accordance with GAAP, and, with respect to the following reports consolidated financial statements, accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and evaluations (but not without any qualification or exception as to the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations scope of the Bureau Enhanced Behavioral Liquidations Score audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the Unified Collections Scoreexamination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; (c) as any holder of Notes may from time to time reasonably request. If any information which is No Default Certificate — within the period provided in subsection (b) above, but only if also required to be furnished under this Section 7.1 is delivered to lenders or other creditors pursuant to the terms of any Material Credit Facility, the written statement of the accountants who certified the audit report thereby required by law that in the course of their audit they have obtained no knowledge of any Default or regulation to be filed by Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the Company with a government body on an earlier date, then nature and period of the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.existence thereof;

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, any Letter of Credit is outstanding or any other Obligation remains unpaid (other than contingent indemnification obligations for itself and each Subsidiarywhich no claim has been made), a system or any portion of accounting established and administered any Commitments remains in accordance with generally accepted accounting principlesforce, Borrower shall, at Borrower’s sole expense, deliver to the Agent for distribution by it to the Lenders: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), the consolidated balance sheet of Borrower and its fiscal yearsSubsidiaries as at the end of such Fiscal Quarter and the consolidated statements of operations and cash flows for such Fiscal Quarter and the portion of the Fiscal Year ended with such Fiscal Quarter, financial statements prepared in accordance together with Agreement Accounting Principles on a consolidated basis for itself backlog report of Borrower and its Subsidiaries, including all in each case balance sheets reasonable detail. Such financial statements shall be certified by the chief financial officer of Borrower or his or her designated representative as fairly presenting in all material respects the consolidated financial condition, results of the end operations and cash flows of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company Borrower and its SubsidiariesSubsidiaries in accordance with GAAP (other than footnote disclosures), an audit reportconsistently applied, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within at such 90-day period on the website of the Securities date and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect periods, subject only to the statements of the Company normal year-end accruals and all of its Subsidiaries) and audit adjustments; (b) As soon as practicable, and in any management letter prepared by said accountants. 7.1.2 Within 45 days after event before the close commencement of a Pricing Period, a Pricing Certificate for such Pricing Period setting forth a calculation of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Total Leverage Ratio as of the last day of the applicable reporting period Fiscal Quarter immediately prior to such Pricing Period, and providing reasonable detail as to the calculation thereof, which calculations in the case of the fourth Fiscal Quarter in any Fiscal Year shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during material variance in the actual calculation of the Total Leverage Ratio from such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Planpreliminary calculation, a statement, signed by revised Pricing Certificate setting forth the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto.actual calculation thereof; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (ac) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, stockholders’ equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year, together with a backlog report of Borrower and its Subsidiaries, all in reasonable detail, (ii) supplements to Schedule A to the Borrower Security Agreement and any Subsidiary Security Agreement to reflect any new deposit accounts and securities accounts included in the Collateral and to remove deposit accounts and securities accounts no longer included in the Collateral, supplements to Schedule B to the Borrower Security Agreement and any Subsidiary Security Agreement to reflect the publication or registration of new Copyrights or applications thereof, new Marks and new Patents (each as defined in the Borrower Security Agreement or Subsidiary Security Agreement, as applicable) and supplements to Schedule A to the Borrower Pledge Agreement and any Subsidiary Pledge Agreement to reflect any new pledged Equity Interests included in the Collateral and to remove any pledged Equity Interests no longer included in the Collateral, and (iii) worksheets or other calculations used by Borrower in determining whether or not Significant Subsidiaries exist as of the Company, a copy Determination Date occurring as of the plan end of such Fiscal Year. Such financial statements shall be prepared in accordance with GAAP, consistently applied, and forecast (including such consolidated financial statements shall be accompanied by a projected consolidated balance sheetreport of PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by Borrower, income statement which report shall be prepared in accordance with GAAP as at such date, and funds flow statement) shall not be subject to any qualifications or exceptions as to the scope of the Company for such fiscal year. 7.1.10 As soon audit nor to a “going concern” or like qualification (except as possible, and in any event within 3 Business Days (in the case may be required as a result of the Company) and 15 days (in the case impending maturity of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor.Loans); 7.1.11 (d) As soon as practicable, and in any event within thirty (30) 120 days after the close end of each calendar monthFiscal Year, a budget and projections for the Company then-current Fiscal Year in reasonable detail substantially consistent with the budget and projections provided to the Agent on the Closing Date (except that such budget and projections shall provide be prepared for such Fiscal Year as a whole and not by Fiscal Quarter); (e) Promptly after request by the holders Agent or any Lender, copies of Notes any detailed audit reports by independent accountants in connection with the accounts or books of Borrower or any of its Restricted Subsidiaries, or any audit of any of them; (f) Promptly, and in any event within five (5) Banking Days after receipt thereof by Borrower or any Restricted Subsidiary thereof, copies of each material notice or other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Borrower or any Restricted Subsidiary thereof; (g) Promptly after request by the Agent or any Lender, copies of any other report or other document that was filed by Borrower with any Governmental Agency, but excluding such reports or documents as are filed with any Governmental Agency as part of Borrower’s ordinary course transactions with any Governmental Agency; (h) Promptly upon a Borrowing Base Certificate Senior Officer becoming aware, and in any event within five (containing a certification by an Authorized Officer that 5) Banking Days after becoming aware, of the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount occurrence of such Borrowing Base), together with such supporting documents (including without limitation any (i) “reportable event” (as such term is defined in Section 4043 of ERISA, but excluding such events as to which the extent requested PBGC has by regulation waived the Required Holders, copies requirement therein contained that it be notified within thirty days of all bills the occurrence of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and such event) or (ii) a copy non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the most recent static pool report Code) involving any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower is taking or proposes to take with respect to such Receivables Portfolios thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (i) As soon as the Required Holders reasonably deem desirablepracticable, all certified as being true and correct in all material respects by an Authorized any event within five (5) Banking Days after a Senior Officer becomes aware of the Company). The Company may update existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the Borrowing Base Certificate nature and period of existence thereof, and, no more frequently than monthly five (5) Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (j) Commencing with the most recently delivered Borrowing Base Certificate shall be financial statements for the applicable Borrowing Base Certificate for purposes Fiscal Quarter ending June 30, 2016, at such times as Unrestricted Subsidiaries are included in consolidated financial statements referred to in Sections 7.1(a) and 7.1(c) above, simultaneously with the delivery of determining each set of such consolidated financial statements, internally-prepared condensed consolidating financial information reflecting the Borrowing Base at any time.adjustments necessary to eliminate the accounts of the Unrestricted Subsidiaries (if any) from such consolidated financial statements, in a form reasonably acceptable to the Agent; and 7.1.12 (k) Such other data and information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed requested by the Company with a government body on an earlier dateAgent, then any Lender (through the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateAgent) or the Requisite Lenders, to the extent reasonably available to Borrower.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 10.13 and 10.1910.19 (to the extent an acquisition described in Section 10.19 occurred during the applicable quarter), an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Restricted Subsidiaries and Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. Each holder of a Note agrees that any such compliance certificate may be furnished through Syndtrak or a substantially similar electronic transmission system to which such holder has access. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly To the extent not publicly available on the website of the SEC at xxxx://xxx.xxx.xxx, promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, including all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month (or, in the case of (i) the final month of any of the first three calendar quarters in any calendar year, forty-five (45) days after the close of such month, and (ii) the final month of any calendar year, sixty (60) days after the close of such month), the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly as provided above and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. Each holder of a Note agrees that any such Borrowing Base Certificate may be furnished through Syndtrak or a substantially similar electronic transmission system to which such holder has access. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Borrower shall deliver or cause to each holder of Notes that is an Institutional Investorbe delivered to Lender the following: 7.1.1 a. Financial Statements and Collateral Reports - such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation: i. Within 90 forty-five (45) days after the close end of each calendar quarter, the consolidated, consolidating (if applicable) and combined income and cash flow statements of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself Borrower and its Subsidiaries, including in each case balance sheets as /Affiliates for such quarter and for the expired portion of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 ending with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as setting forth in comparative form the Company is a reporting company, filing corresponding figures for the corresponding periods of the Form 10-Q by previous fiscal year, and the Company with respect to a fiscal quarter within consolidated, consolidating (if applicable) and combined balance sheet of Borrower and its Subsidiaries/Affiliates as at the end of such 45-day period on quarter, setting forth in comparative form the website corresponding figures as at the end of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements corresponding periods of the Company previous fiscal year, all in reasonable detail and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed certified by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an OfficerBorrower’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that to have been prepared from the Company books and each records of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto Borrower; ii. within one hundred twenty (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii120) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of Borrower, commencing with the Companyfiscal year ending June 30, a copy 2019, the audited consolidated, consolidating (if applicable) and combined income and cash flow statements of Borrower and its Subsidiaries/Affiliates for such year, and the plan consolidated, consolidating (if applicable) and forecast (including a projected consolidated combined balance sheet, income statement sheet of Borrower and funds flow statement) its Subsidiaries/Affiliates as at the end of the Company for such fiscal year. 7.1.10 As soon , setting forth in each case in comparative form the corresponding figures as possibleat the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and reviewed by an independent public accounting firm acceptable to Lender, and certified to have been prepared in any event within 3 Business Days (accordance with GAAP, and such independent public accountants shall also certify that in making the case examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the Company) accounts and 15 days (in conditions of Borrower during the case accounting period covered by the certificate and that such review did not disclose the existence of any Guarantorcondition or event which constitutes a Default or an Event of Default (or if such conditions or events existed, describing them) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel together with copies of any change in the jurisdiction management letters provided by such accountants to management of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.Borrower; and

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Deliver to each holder of Notes that is an Institutional Investor: 7.1.1 the Bank: (a) Within 90 forty-five (45) days after the close of each of its fiscal yearsthe first three Fiscal Quarters of each Fiscal Year of the Borrower, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself balance sheet of the Borrower and its Subsidiaries, including in each case balance sheets Subsidiaries as of the end close of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period Fiscal Quarter and consolidated statements of income and a statement of cash flows for the period from Borrower and its Subsidiaries for the beginning Fiscal Quarter then ended and for that portion of such fiscal year to the end of such quarterFiscal Year then ended, all certified as to fairness of presentationin reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, compliance all prepared in accordance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided GAAP applied on a basis consistent with that so long as the Company is a reporting company, filing of the Form 10-Q by preceding period or containing disclosure of the Company with respect to a fiscal quarter within such 45-day period effect on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery position or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel operation of any change in the jurisdiction application of organization of accounting principles and practices during the Company or any Guarantor. 7.1.11 As soon as practicableperiod, subject only to audit and year-end adjustments, and in any event within thirty certified by the Borrower’s president or chief financial officer to be true and accurate; (30b) Within one hundred twenty (120) days after the close of each calendar monthFiscal Year of the Borrower, an audited consolidated balance sheet of the Company shall provide Borrower and its Subsidiaries as of the holders close of Notes with a Borrowing Base Certificate (containing a certification such Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an Authorized Officer independent certified public accountant reasonably acceptable to the Bank, in accordance with GAAP applied on a basis consistent with that of the Receivables Portfolios included preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in application of accounting principles and practices during the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Baseyear, and (ii) accompanied by a copy of the most recent static pool report thereon by such certified public accountant containing an opinion that is not qualified with respect to such Receivables Portfolios as scope limitations imposed by the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report Borrower or its Subsidiaries or with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed accounting principles followed by the Company Borrower or its Subsidiaries not in accordance with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.GAAP;

Financial and Business Information. The Company will maintain, for itself shall deliver to Prudential and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 : (a) Quarterly Statements -- as soon as available and in any event within forty-five (45) calendar days after the close end of each of its the first three (3) fiscal yearsquarters in each fiscal year of the Company, financial statements prepared in accordance with Agreement Accounting Principles on of the Company, consisting of a consolidated basis for itself and its Subsidiaries, including in each case balance sheets sheet as of the end of such period, statements of income fiscal quarter and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and related consolidated statements of income income, stockholders' equity and a statement of cash flows for the period from fiscal quarter then ended and the beginning of such fiscal year to the end of such quarterthrough that date, all in reasonable detail and certified as (subject to fairness normal year-end audit adjustments) by a Senior Financial Officer of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting companyas having been prepared in accordance with GAAP, filing of consistently applied, and setting forth in comparative form the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated respective financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company corresponding date and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 period in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4)previous fiscal year; and (iib) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Annual Statements -- as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible available and in any event within 10 ninety (90) days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) financial statements of the Company for consisting of a consolidated balance sheet as of the end of such fiscal year. 7.1.10 As soon as possible, and related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, all in any event within 3 Business Days (reasonable detail and setting forth in comparative form the case financial statements as of the end of and for the preceding fiscal year, and certified by a firm of independent certified public accountants of nationally recognized standing selected by the Company) and 15 days , which certificate or report of accountants shall be free of qualifications (in the case of other than any Guarantor) after the occurrence thereof, consistency qualification that may result from a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of method used to prepare the Company or any Guarantor. 7.1.11 As soon financial statements as practicableto which such accountants concur, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer provided that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested the components of such consolidated financial statements relating to a prior fiscal period are separately audited by the Required Holdersdifferent independent public accounting firms, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the following reports and evaluations (but not occurrence or existence of any event, condition or contingency which would materially impair the reports prospect of payment or evaluations themselves): the Commercial Finance Examination Reports and evaluations performance of any covenant, agreement or duty of any Obligor under any of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.Financing Documents; (c)

Financial and Business Information. The Company will maintainBorrower shall deliver to Lender the following (all to be in form and substance satisfactory to Lender): (a) as soon as available, for itself and each Subsidiary, a system of accounting established and administered but in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 any event within one hundred twenty (120) days after the close end of each fiscal year of its fiscal yearsBorrower, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis of Borrower for itself and its Subsidiariessuch fiscal year which present fairly Borrower’s financial condition, including in each case balance sheets as of the end of such periodfiscal year and statements of earnings, statements of shareholders’ equity (deficit) and statements of cash flows for such fiscal year, prepared in accordance with GAAP, and audited by an independent certified public accounting firm of recognized standing selected by Xxxxxxxx and reasonably satisfactory to Xxxxxx, together with an unqualified opinion on the financial statements from such accounting firm; (b) as soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year of Guarantor, financial statements of Guarantor for such fiscal year which present fairly Guarantor’s financial condition, including balance sheets as of the end of such fiscal year and statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year., all on a consolidated basis and accompanied by consolidating schedules, prepared in accordance with GAAP, and audited by an independent certified public accounting firm of recognized standing selected by Guarantor and reasonably satisfactory to Lender, together with an unqualified opinion on the financial statements from such accounting firm (for the avoidance of doubt, this clause (b) shall be satisfied by the delivery of financial statements of an Affiliate which are consolidated with the financial statements of Guarantor for financial reporting purposes and which otherwise comply with this clause (b)); 7.1.10 As (c) as soon as possibleavailable, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and but in any event within thirty (30) days after the close end of each calendar month, internally-prepared financial statements of Borrower for such month, along with year to date information and comparative information from the Company shall provide same periods of the holders preceding fiscal year, which present fairly Borrower’s financial condition, including balance sheets as of Notes the end of such month and statements of earnings for such month, prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments); (d) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrowing Base Certificate (containing a certification by an Authorized Officer that Report as of the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount last day of such Borrowing Basemonth (together with the supporting documentation required by Section 3.1(m) hereof); (e) as soon as available, but in any event within thirty (30) days after the end of each month, a Compliance Certificate as of the last day of such month (together with the supporting documentation required by Section 3.1(n) hereof); (f) as soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year of Borrower, financial projections of Borrower for the then current fiscal year, together with an explanation of the assumptions used to forecast such supporting financial projections; (g) upon the request of Xxxxxx, any documents (including without limitation (i) to the extent requested required by the Required Holderscompany issuing the Trade Credit Insurance in order to file a claim against the Trade Credit Insurance; and (h) such other data, copies of all bills of sale reports, statements and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Scoreotherwise) as any holder of Notes Lender may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintainDeliver to the Purchasers: (a) Within 45 days after the close of each fiscal quarter (excluding the last fiscal quarter of each fiscal year) of the Borrower commencing with the fiscal quarter ending September 30, for itself and each Subsidiary2016, a system consolidated balance sheet of accounting established the Consolidated Entities as of the close of such fiscal quarter and administered consolidated statements of income and cash flows for the Borrower for the fiscal quarter then ended and for that portion of the fiscal year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or in the case of the balance sheet, as of the end of) the preceding fiscal year, certified by the Borrower’s chief or other most senior financial officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with generally accepted accounting principlesGAAP consistently applied, subject only to audit and furnish to each holder year-end adjustments and the absence of Notes that is an Institutional Investor:footnotes; 7.1.1 (b) Within 90 days after the close of each fiscal year of its fiscal yearsthe Borrower, financial statements prepared in accordance with Agreement Accounting Principles on a an audited consolidated basis for itself and its Subsidiaries, including in each case balance sheets sheet of the Borrower as of the end close of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and audited consolidated statements of income and a statement of cash flows for the period from Borrower for the beginning of such fiscal year then ended, including the notes to the end of such quartereach, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal year, accompanied by a report thereon by such certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided public accountant containing an opinion that so long as the Company is a reporting company, filing of the Form 10-Q by the Company not qualified with respect to a fiscal quarter within scope limitations imposed by the Borrower to the effect that such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; and (c) Within a reasonable time, upon any Purchaser’s request, such fiscal quarter under other information about the financial condition and operations of the Consolidated Entities as the Purchasers may from time to time reasonably request. Any financial statement, report or notice required to be furnished pursuant to this Section 7.1.2 with respect 5.1 shall be deemed to have been furnished on the statements of date on which and, provided such date is within the Company and all of its Subsidiaries). 7.1.3 Simultaneously period specified, such requirement will be satisfied if, the Borrower files a form, report or other document with the delivery SEC that contains such financial statement or filing of each set of consolidated report required hereunder and any officer certification requirement pursuant to this Section 5.1 with regards to any financial statements referred to in Sections 7.1.1 and 7.1.2 above, shall be satisfied if the related consolidating financial statements of Borrower files with the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate SEC the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements certifications required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any timefinancial statements. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintain, for itself Deliver to the Agent and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investorthe Lenders at Borrower's sole expense: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 50 days after the beginning end of each fiscal year Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Quarter, and (ii) consolidated and consolidating statements of income and cash flow, in each case of Borrower and its Subsidiaries for such Fiscal Quarter and for the portion of the CompanyFiscal Year ended with such Fiscal Quarter, all in reasonable detail sufficient to calculate compliance with financial covenants, and presented in a copy manner comparing such financial statements to the financial statements for the comparable fiscal periods of the plan prior Fiscal Year and forecast to Borrower's budget for the current Fiscal Year. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and cash flow of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (including a projected consolidated balance sheetother than any requirement for footnote disclosures), income statement consistently applied (except for those changes to which the independent public accountants of Borrower have concurred), as at such date and funds flow statement) of the Company for such fiscal periods, subject only to normal year.-end audit adjustments; 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Companyb) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 100 days after the close end of each calendar monthFiscal Year, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the Required Holders, copies end of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Basesuch Fiscal Year, and (ii) consolidated and consolidating statement of income and statement of cash flow, in each case of Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail sufficient to calculate compliance with financial covenants, and presented in a manner comparing such financial statements to the financial-statements for the comparable fiscal periods of the prior Fiscal Year and to Borrower's budget for the current Fiscal Year. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied (except for those changes to which the independent public accountants of Borrower have concurred), and such consolidated financial statements shall be accompanied by a report and opinion of KPMG Peat Marwick or another of the six largest firms of independent public accountants of recognized national standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification, exception or explanation which the Majority Lenders determine reflects a Material Adverse Effect; (c) Not later than 120 days after the commencement of each Fiscal Year, (i) the Borrower's business plan for such Fiscal Year, (ii) projected consolidated financial statements showing the financial condition and results of operation, by Fiscal Quarter, of Borrower and its Subsidiaries for such Fiscal Year, including pro forma compliance (or non-compliance, as the case may be) with the financial covenants set forth in this Agreement, and (iii) projected consolidated financial statements showing such financial condition and results of operation by Fiscal Year for the next five succeeding Fiscal Years, in reasonable detail and in a form reasonably satisfactory to the Agent, together with a description of the material assumptions used in preparing such projected financial statements and, as promptly as practicable after any revision thereof is approved by the chief financial officer of Borrower, a copy of such revision; (d) Promptly after receipt thereof, Borrower will make available for inspection copies of any detailed audit reports or recommendations submitted to Borrower or any of its Subsidiaries by independent accountants in connection with the most recent static pool report with respect to such Receivables Portfolios as accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (e) Promptly after the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial informationsame are available, and including in any event within 10 days after the audit sending or filing thereof, copies of each annual report, proxy or financial statement or other report with respect or communication sent to the following shareholders of Borrower and copies of all annual, regular, periodic and special reports and evaluations (but not the reports registration statements, in each case which Borrower may file or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is be required to be furnished file with the SEC under this Section 7.1 is required the Securities Act of 1933 or the Securities Exchange Act of 1934; (f) Promptly after request by law the Agent or regulation to be any Lender, copies of any other specific report or other document that was filed by the Company Borrower or any of its Subsidiaries with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.any Governmental Agency;

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, for itself and each Subsidiaryor any Letter of Credit remains outstanding, or any other Obligation remains unpaid or unperformed, or any portion of the Commitments remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, at Borrower’s sole expense, deliver to the Administrative Agent, a system sufficient number of accounting established and administered in accordance with generally accepted accounting principlescopies for all of the Lenders, and furnish to each holder of Notes that is an Institutional Investorthe following: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) As soon as practicable, and in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year any event within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods end of each of its fiscal yearsFiscal Quarter, for itself (i) the consolidated and its Subsidiariesconsolidating balance sheet, consolidated unaudited balance sheets as at the close of each such period and consolidated statements statement of income and a statement of cash flows for the period from portion of the beginning of Fiscal Year ended with such fiscal year to the end of such quarterFiscal Quarter, all certified as to fairness of presentationin reasonable detail, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth quarterly operating report with a narrative description in a format which is mutually acceptable to Borrower and the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed Administrative Agent. Such financial statements shall be certified by the chief Chief Financial Officer or Treasurer of Borrower as fairly presenting the financial officercondition, treasurer or assistant treasurer results of the Companyoperations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures and subject to year-end adjustments), describing said Reportable Event consistently applied, as at such date and the action which the Company proposes for such periods, subject only to take with respect thereto.normal year-end accruals and audit adjustments; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of Fiscal Year, the Company, a copy of the plan consolidated and forecast (including a projected consolidated consolidating balance sheet, income statement statements of operations and funds flow statement) cash flows, in each case of the Company Borrower and its Subsidiaries for such fiscal year. 7.1.10 As soon Fiscal Year, in each case as possibleat the end of and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisite Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any event within 3 Business Days (qualifications or exceptions which are not reasonably acceptable to the Requisite Lenders. Such accountants’ report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the case opinion of such accountants, any such Default shall exist, stating the Companynature and status of such Default; (c) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 90 days after the close commencement of each calendar monthFiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the Company shall provide four succeeding Fiscal Years, including projected consolidated balance sheets, statements of operations and statements of cash flow of Borrower and its Subsidiaries, all in reasonable detail (it being understood that such projections will be prepared in good faith based on reasonable assumptions at the holders time made but that no assurances are offered that such projections will be realized); (d) Promptly after request by the Administrative Agent or any Lender, copies of Notes any detailed audit reports, management letters or recommendations submitted to Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (e) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 7.1; (f) Promptly after the same are available, copies of the Nevada “Regulation 6.090 Report” and “6-A Report” and copies of any written communication to Borrower or any of its Subsidiaries from any Gaming Board advising it of a Borrowing Base Certificate violation of or non-compliance with any Gaming Law by Borrower or any of its Subsidiaries; (containing g) Promptly after request by the Administrative Agent or any Lender, copies of any other material report or other document that was filed by Borrower or any of its Subsidiaries with any Governmental Agency; (h) Promptly, and in any event within ten Banking Days upon a certification by an Authorized Senior Officer that becoming aware, of the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount occurrence of such Borrowing Base), together with such supporting documents (including without limitation any (i) to the extent requested by the Required Holders, copies “reportable event” (as such term is defined in Section 4043 of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and ERISA) or (ii) a copy “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the most recent static pool report Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (i) As soon as practicable, and in any event within three Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (j) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct a claim against Borrower or any of its Subsidiaries that is $1,000,000 or more in all material respects by an Authorized Officer excess of the Company). The Company may update amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes part of determining the Borrowing Base at Borrower or any time. 7.1.12 Such other information of its Subsidiaries, (including non-financial information, and including the audit report iii) any Person has commenced a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $1,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower and its Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Subsidiaries, a written notice describing the following reports pertinent facts relating thereto and evaluations what action Borrower or its Subsidiaries are taking or propose to take with respect thereto; (but not k) Promptly after the reports Borrower has notified the Administrative Agent of any intention by the Borrower to treat the Loans and/or Letters of Credit as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4) a duly completed copy of IRS Form 8886 or evaluations themselves): the Commercial Finance Examination Reports any successor form; and (l) Such other data and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) information as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed requested by the Company with a government body on an earlier dateAdministrative Agent, then any Lender (through the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateAdministrative Agent) or the Requisite Lenders.

Financial and Business Information. The Company will maintainSo long as any Loan or other Obligation remains unpaid, for itself and each SubsidiaryBorrower shall, a system of accounting established and administered in accordance with generally accepted accounting principlesunless Lender otherwise consents, and furnish at Borrower's sole expense, deliver the following to each holder of Notes that is an Institutional InvestorLender: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible practicable, and in any event within 10 45 days after the Company knows that end of each Fiscal Quarter (OTHER THAN the fourth Fiscal Quarter in any Reportable Event has occurred Fiscal Year), the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated and consolidating statements of operations and cash flows for such Fiscal Quarter, and the portion of the Fiscal Year ended with respect to any Plansuch Fiscal Quarter, a statement, signed all in reasonable detail. Such financial statements shall be certified by the chief financial officerofficer of Borrower as fairly presenting the financial condition, treasurer or assistant treasurer results of the Companyoperations and cash flows of Borrower and its Subsidiaries in accordance with GAAP (other than footnote disclosures), describing said Reportable Event consistently applied, as at such date and the action which the Company proposes for such periods, subject only to take with respect thereto.normal year-end accruals and audit adjustments; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of Borrower's Fiscal Year ended March 31, 1999, the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated and consolidating statements of operations, stockholders' equity and cash flows, in each fiscal year case of Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, consistently applied, and such consolidated financial statements shall be accompanied by a report of Deloitte & Touche LLP or other independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to Lender, which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the Companyaudit nor to any other qualification or exception determined by Lender in its good faith business judgment to be adverse to the interests of Lender. Such accountants' report shall be accompanied by a certificate stating that, a copy in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default then existing or, if, in the plan opinion of such accountants, any such Default shall exist, stating the nature and forecast status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.12 through 6.17, have read such Sections (including a projected consolidated balance sheetthe definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (c) Promptly after request by Lender, income statement and funds flow statementcopies of any detailed audit reports by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (d) of Promptly after the Company for such fiscal year. 7.1.10 As soon as possiblesame are available, and in any event within 3 Business five (5) Banking Days (in after filing with the case Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the CompanySecurities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 7.1; (e) and 15 days (in the case Promptly after request by Lender, copies of any Guarantorother report or other document that was filed by Borrower with any Governmental Agency; (f) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA, but EXCLUDING such events as to which the PBGC has by regulation waived the requirement therein contained that it be notified within thirty days of the occurrence of such event) or (ii) non-exempt "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) involving any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, a reasonably detailed notification and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower is taking or proposes to each holder of Notes and its counsel of take with respect thereto, and, when known, any change in action taken by the jurisdiction of organization of the Company or any Guarantor.Internal Revenue Service with respect thereto; 7.1.11 (g) As soon as practicable, and in any event within thirty two (302) days Banking Days after a Senior Officer becomes aware of the close existence of each calendar monthany condition or event which constitutes a Default or Event of Default, telephonic notice specifying the Company shall provide nature and period of existence thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the holders nature and period of Notes existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (h) Promptly upon a Borrowing Base Certificate (containing a certification by an Authorized Senior Officer becoming aware that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) any Person has commenced a legal proceeding with respect to a claim against Borrower that is $1,000,000 or more in excess of the extent requested amount thereof that is fully covered by the Required Holdersinsurance, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) any creditor under a copy credit agreement involving Indebtedness of $1,000,000 or more or any lessor under a lease involving aggregate rent of $1,000,000 or more has asserted a default thereunder on the most recent static pool report part of Borrower or, (iii) any Person has commenced a legal proceeding with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all a claim against Borrower under a contract that is not a credit agreement or material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report lease with respect to a claim of in excess of $1,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, a written notice describing the following reports pertinent facts relating thereto and evaluations what action Borrower is taking or proposes to take with respect thereto; and (but not i) Such other data and information relating to the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations financial condition of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) Borrower as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required requested by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateLender.

Financial and Business Information. The At any time during which the Company is not a Public Company, the Company will maintainfurnish, for itself and each Subsidiaryor will cause to be furnished, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder Holder copies of Notes that is an Institutional Investorthe following financial statements, reports and information: 7.1.1 Within 90 (i) promptly when available and in any event within ninety (90) days after the close of each of its fiscal yearsFiscal Year, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis and consolidating balance sheet at the close of such Fiscal Year, and related consolidated and consolidating statements of operations, retained earnings, and cash flows for itself such Fiscal Year, of the Company and its SubsidiariesSubsidiaries (with comparable information at the close of and for the prior Fiscal Year), including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by certified (a) in the case of such statements consolidated statements) without qualification by Price Waterhouse LLP or other independent public accountants reasonably satisfactory to the Required Holders, together with a report containing a description of projected business prospects (including capital expenditures) and management's discussion and analysis of financial condition and results of operation of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants.; 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth at any time during which any indebtedness shall be outstanding under the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any PlanCredit Agreement, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and promptly when available but in any event within thirty (30) days after the close of each calendar month of each Fiscal Year, consolidated and consolidating balance sheets at the close of such month, and consolidated and consolidating statements of operations, retained earnings, and cash flows for such month and for the period commencing at the close of the previous Fiscal Year and ending with the close of such month, of the Company shall provide and its Subsidiaries (with comparable information at the holders close of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that and for the Receivables Portfolios included in corresponding month of the Borrowing Base referenced in such Borrowing Base Certificate are performing, in prior Fiscal Year and for the aggregate, at a sufficient level to support the amount corresponding portion of such Borrowing Baseprior Fiscal Year), certified by the Chief Financial Officer of the Company, together with such supporting documents a description of projected business prospects (including without limitation capital expenditures) and a brief report containing management's discussion and analysis of the financial condition and results of operations of the Company and its Subsidiaries (iincluding a discussion and analysis of any changes compared to prior results); (iii) to at any time during which all outstanding indebtedness under the extent requested Credit Agreement shall have been repaid in full, promptly when available and in any event within forty-five (45) days after the close of each Fiscal Quarter of each Fiscal Year, consolidated and consolidating balance sheets at the close of such quarter, and consolidated and consolidating statements of operations, retained earnings, and cash flows for such quarter and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Company and its Subsidiaries (with comparable information at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year), certified by the Required HoldersChief Financial Officer of the Company, together with a description of projected business prospects (including capital expenditures) and a report containing management's discussion and analysis of the financial condition and results of operations of the Company and its Subsidiaries (including a discussion and analysis of any changes compared to prior results); and (iv) promptly upon the sending or filing thereof, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by that the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier datesends to its security holders generally.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Deliver to each holder of Notes that is an Institutional Investorthe Bank: 7.1.1 (a) Within 90 forty-five (45) days after the close of each of its fiscal yearsthe first three Fiscal Quarters of each Fiscal Year of the Borrower, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself balance sheet of the Borrower and its Subsidiaries, including in each case balance sheets Subsidiaries as of the end close of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period Fiscal Quarter and consolidated statements of income and a statement of cash flows for the Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period from or containing disclosure of the beginning effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred twenty (120) days after the close of each Fiscal Year of the Borrower, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal year Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public accountant reasonably acceptable to the end of such quarterBank, all certified as to fairness of presentation, compliance in accordance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided GAAP applied on a basis consistent with that so long as the Company is a reporting company, filing of the Form 10-Q preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by the Company a report thereon by such certified public accountant containing an opinion that is not qualified with respect to a fiscal quarter within such 45-day period on scope limitations imposed by the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 Borrower or its Subsidiaries or with respect to accounting principles followed by the Borrower or its Subsidiaries not in accordance with GAAP; (c) Within one hundred twenty (120) days after the close of each Fiscal Year of HB Service (beginning with the Fiscal Year ending December 31, 2006), a management-prepared (and audited if an audit is conducted) consolidated balance sheet of HB Service as of the close of such Fiscal Year and management-prepared (and audited if an audit is conducted) consolidated statements of income and cash flows for the Company HB Service for the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, and all if an audit is conducted, such financial statements shall be prepared by an independent certified public accountant reasonably acceptable to the Bank, in accordance with GAAP applied on a basis consistent with that of its Subsidiaries).the preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by such certified public accountant containing an opinion that is not qualified with respect to scope limitations imposed by HB Service or with respect to accounting principles followed by HB Service not in accordance with GAAP; 7.1.3 Simultaneously (d) Concurrently with the delivery or filing of each set of consolidated the financial statements referred to described in Sections 7.1.1 and 7.1.2 subsection (b) above, a certificate addressed to the related consolidating Bank from the independent certified public accountant that in making its audit of the financial statements of the Company Borrower and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operationsSubsidiaries, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing it obtained no knowledge of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer occurrence or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event existence of Default exists, or if any Default or Event of Default existsunder this Agreement, stating or specifying the nature and status thereofperiod of existence of any such Default or Event of Default; provided, however, that such accountant shall not be liable to anyone by reason of its failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards; (e) Concurrently with the delivery of the financial statements described in subsections (a) and (b) above, a certificate executed and delivered Compliance Certificate with respect to the period covered by the chief executive officer financial statements being delivered thereunder, executed by the president or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as Borrower, together with a Covenant Compliance Worksheet reflecting the Company is a reporting company, inclusion computation of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 financial covenants set forth in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Article VI as of the last day of the applicable reporting period and of any new Subsidiary covered by such financial statements; (whether a Restricted Subsidiary f) On or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after before the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy earlier of (ai) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after of the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, Closing Date and (ii) November 30, 2005, a copy consolidated balance sheet of the most recent static pool report Borrower and its Subsidiaries as of December 31, 2004 and consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the two-month period then ended, all prepared in accordance with respect GAAP, and certified by the Borrower’s president or chief financial officer to be true and accurate; (g) Prompt notice of any Material Adverse Change; and (h) Within a reasonable time, upon the Bank’s request, such Receivables Portfolios other information about the property, financial condition and operations of the Borrower and its Subsidiaries as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes Bank may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Deliver to each holder of Notes that is an Institutional Investorthe Bank: 7.1.1 (a) Within 90 forty-five (45) days after the close of each of its the first three fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in quarters of each case balance sheets as fiscal year of the end of such periodParent (or, statements of income and statements of cash flowsif earlier, accompanied by within three (a3) in days after the case of such statements of the Company and Parent files its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Quarterly Report on Form 10-K by the Company Q for with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to quarter), a consolidated balance sheet of the Parent and its Subsidiaries as of the close of such fiscal quarter and consolidated statements of income and cash flows for the Company Parent and its Subsidiaries for the fiscal quarter then ended and for that portion of the fiscal year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal year, all prepared in accordance with GAAP applied on a basis consistent with that of its Subsidiaries) the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Parent’s president or chief financial officer to be true and accurate; (b) any management letter prepared by said accountants. 7.1.2 Within 45 one hundred twenty (120) days after the close of the first fiscal year of the Parent (or, if earlier, within three quarterly periods (3) days after the Parent files its Annual Report on 10-K with the Securities and Exchange Commission for such fiscal year), an audited consolidated balance sheet of each of its fiscal years, for itself the Parent and its Subsidiaries, consolidated unaudited balance sheets Subsidiaries as at of the close of each such period fiscal year and audited consolidated statements of income and a statement of cash flows for the period from Parent and its Subsidiaries for the beginning of such fiscal year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal year, prepared by an independent certified public accountant reasonably acceptable to the end of such quarterBank, all certified as to fairness of presentation, compliance in accordance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided GAAP applied on a basis consistent with that so long as the Company is a reporting company, filing of the Form 10-Q preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by the Company a report thereon by such certified public accountant containing an opinion that is not qualified with respect to a fiscal quarter within such 45-day period on scope limitations imposed by the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 Parent or its Subsidiaries or with respect to accounting principles followed by the statements of the Company and all of Parent or its Subsidiaries).Subsidiaries not in accordance with GAAP; 7.1.3 Simultaneously (c) Concurrently with the delivery or filing of each set of consolidated the financial statements referred to described in Sections 7.1.1 and 7.1.2 subsection (b) above, a certificate addressed to the related consolidating Bank from the independent certified public accountant that in making its audit of the financial statements of the Company Parent and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operationsSubsidiaries, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing it obtained no knowledge of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer occurrence or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event existence of Default exists, or if any Default or Event of Default existsunder this Agreement, stating or specifying the nature and status thereofperiod of existence of any such Default or Event of Default; provided, however, that such accountant shall not be liable to anyone by reason of its failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards; (d) Concurrently with the delivery of the financial statements described in subsections (a) and (b) above, a certificate executed and delivered Compliance Certificate with respect to the period covered by the chief executive officer financial statements being delivered thereunder, executed by the president or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as Borrower, together with a Covenant Compliance Worksheet reflecting the Company is a reporting company, inclusion computation of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 financial covenants set forth in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Article VI as of the last day thy of the applicable reporting period and covered by such financial statements; (e) Prompt notice of any new Subsidiary Material Adverse Change; and (whether f) Within a Restricted Subsidiary or reasonable time, upon the Bank’s request, such other information about the property, financial condition and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer operations of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes Parent and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios Subsidiaries as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes Bank may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintainSo long as the Loan remains unpaid, for itself or any other Obligation remains unpaid or unperformed, Borrower shall, unless the Required Lenders otherwise consent, deliver to Administrative Agent at Borrower’ sole expense: (a) with respect to the Fiscal Year ended December 31, 2011, as soon as available and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principleswithout unreasonable delay, and furnish with respect to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 Fiscal Year ending thereafter, as soon as available but in any event within 120 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by Fiscal Year: (a1) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets sheet as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarterFiscal Year and related statements of income, operations and cash flows of Borrower for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all certified in reasonable detail, prepared using a methodology that may not conform to GAAP but fairly presents the financial condition of Borrower as to fairness of presentationthe dates and for the periods indicated, compliance in conformity with Agreement Accounting Principles Borrower’s usual and consistency customary practices consistently applied throughout the periods covered, accompanied by its a certificate signed by the chief executive officer, chief financial officer, treasurer or assistant treasurer controller of Borrower to the effect that such statements are true and correct in all material respects; and (provided that so long 2) the consolidated and consolidating balance sheet of Parent and its Subsidiaries, as at the Company is a reporting companyend of such Fiscal Year, filing and the related consolidated and consolidating statements of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website income, operations and cash flows of the Securities Parent and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements its Subsidiaries for such fiscal quarter under this Section 7.1.2 Fiscal Year, setting forth in comparative form the figures for the previous Fiscal Year and showing changes in shareholders’ equity for such Fiscal Year, audited by Ernst & Young or another firm of certified public accountants reasonably approved by Administrative Agent. (b) with respect to the Fiscal Quarter ended March 31, 2012, as soon as available and without unreasonable delay, and with respect to each Fiscal Quarter ending thereafter (other than the fourth Fiscal Quarter of any Fiscal Year), as soon as available but in any event within 45 days after the end of such Fiscal Quarter: (1) the balance sheet of Borrower as at the end of such Fiscal Quarter and the related statements of income, operations and cash flows of Borrower for such Fiscal Quarter, all in reasonable detail, prepared using a methodology that may not conform to GAAP but fairly presents the Company and all financial condition of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements Borrower as of the Company dates and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate for the results of operationsperiods indicated, cash flowsin conformity with Borrower’s usual and customary practices consistently applied throughout the periods covered, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, accompanied by a compliance certificate signed by its the chief executive officer, chief financial officer, treasurer or assistant treasurer showing: controller of Borrower to the effect that such statements are true and correct in all material respects; (i2) the calculations necessary to determine compliance with Sections 10.1consolidated and consolidating balance sheets of Parent and its Subsidiaries, 10.3as at the end of such Fiscal Quarter, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 the related consolidated and 10.19, an Officer’s Certificate stating that no Default consolidating statements of income or Event operations of Default exists, or if any Default or Event Parent and its Subsidiaries for such Fiscal Quarter and for the portion of Default exists, stating the nature and status thereofFiscal Year then ended, and the related consolidated and consolidating statements of changes in shareholders’ equity and cash flows for the portion of the Fiscal Year then ended, in each case setting forth in comparative form, the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, accompanied by a certificate executed and delivered signed by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting companyofficer, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer controller of each Loan Party to the Company, describing said Reportable Event effect that such statements were prepared in accordance with GAAP and the action which the Company proposes to take with respect theretoare fairly stated in all material respects. 7.1.7 As soon as possible (c) within 45 days after each June 30 and December 31, an operating statement for the Real Property for the six months ended with such date, in any event form and level of detail reasonably acceptable to Administrative Agent; (d) within 10 days after receipt the end of each calendar month, (i) a rent roll for the Real Property stating the name of each tenant in occupancy, the suite number(s) occupied by such tenant, the Company thereofdate of such tenant’s lease, a copy of (a) any notice or claim to the effect that rent and CAM charges payable by such tenant, the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person amount of any toxic prepaid rents or hazardous waste security deposits held with respect to such tenant, the amounts of any delinquencies in payment by such tenant, and a description of any disputes or substance into the environmentdefaults in connection with such tenant’s lease or occupancy, and (bii) any notice alleging any violation a statement of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, whichleasing activity with respect to all unoccupied space, in either case, could form and level of detail reasonably be expected acceptable to have a Material Adverse Effect.Administrative Agent; 7.1.8 Promptly (e) promptly upon the filing thereofrequest of Administrative Agent, copies of all registration statements and annual, quarterly, monthly any detailed audit reports or other regular reports which recommendations submitted to Borrower or to Parent by independent accountants in connection with the Company accounts or books of Borrower or Parent or Parent’s Subsidiaries or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto.audit thereof; 7.1.9 As (f) as soon as practicable, and in any event within 90 five (5) Business Days after a Responsible Officer of Borrower becomes aware of the existence of any condition or event which constitutes a Default, written notice specifying the nature and period of existence thereof and specifying what action the Borrower is taking or proposes to take with respect thereto; (g) promptly upon a Responsible Officer of Borrower becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Borrower that is $100,000 or more in excess of the amount thereof that is fully covered by insurance (subject to deductibles permitted hereunder) or (ii) any Person has commenced a legal proceeding with respect to a claim against Borrower under a contract with respect to a claim in excess of $100,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, a written notice describing the pertinent facts relating thereto and what action Borrower is taking or proposes to take with respect thereto; (h) proof of payment of all taxes, including taxes on Real Property, upon the request of Administrative Agent; (i) within ten (10) days after the beginning of each fiscal year of the Companyfiling, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and but in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) nine months after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close end of each calendar monthFiscal Year (commencing with the Fiscal Year ended July 31, the Company shall provide the holders 2010), copies of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base)each Borrower’s and Parent’s state and federal income tax returns, together with all schedules for the tax period ended in such supporting documents Fiscal Year; (including without limitation j) any event, occurrence or condition that has had, or is reasonably likely to have, a Material Adverse Effect upon Borrower or Parent; and (ik) to such other data and information regarding the extent requested by the Required Holders, copies of all bills of sale Borrower’s or Parent’s Subsidiaries and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios their businesses as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required requested by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateAdministrative Agent.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Each Borrower shall deliver or cause to each holder of Notes that is an Institutional Investorbe delivered to Lender the following: 7.1.1 Within 90 days after the close of each of its fiscal yearsa. Financial Statements and Collateral Reports: such data, reports, statements and information, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiariesor otherwise, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants Lender may reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SECrequest, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto.: 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event i. within thirty (30) days after the close end of each calendar month of Borrowers, the consolidated and consolidating income and cash flow statements of each Borrower and its Subsidiaries for such month and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating balance sheet of each Borrower and its Subsidiaries as at the end of such month, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, in reasonable detail and certified by Borrowing Agent’s chief financial officer to have been prepared from the books and records of Borrowers; ii. within ninety (90) days after the end of each fiscal year of Borrowers, the consolidated and consolidating income and cash flow statements of Holdings and its Subsidiaries for such year, and the consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and prepared by an independent public accounting firm acceptable to Lender, and unqualifiedly certified to have been prepared in accordance with GAAP, together with copies of any management letters provided by such accountants to management of Borrowers; iii. within (1) twenty (20) days of the end of each calendar month, the Company shall provide the holders each Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports, a listing of Notes with ineligible Accounts and Inventory, reconciliations and a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performingborrowing base certificate, in the aggregate, at a sufficient level to support the amount form of such Borrowing Base), together with such supporting documents Exhibit “B” attached hereto and made part hereof (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the “Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections ScoreCertificate”) as any holder of Notes such Exhibit may change from time to time at Lender’s permitted discretion, and such other reports as Lender reasonably requestdeems necessary, certified by Borrowing Agent’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Lender and (2) on or before Tuesday of each week an updated sales journal setting forth in reasonable detail Borrowers’ sales for, and as of the end of, the prior week; and iv. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier datethirty (30) days prior to the end of each fiscal year, Borrowers’ annual consolidated and consolidating financial statement projections for the upcoming fiscal year and including, without limitation, a balance sheet, income statement and cash flow statement and projected borrowing availability under the Revolving Credit, all shown on a monthly basis. Such projections shall be consistent in format with the historical financial statements and shall include disclosure of all significant assumptions used in preparing the projections.

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid or any other Obligation remains unpaid, or any portion of the Commitment remains in force, Borrower shall, unless the Managing Agent (with the written approval of the Requisite Lenders) otherwise consents, at Borrower's sole expense, deliver to the Managing Agent for itself and each Subsidiarydistribution by it to the Lenders, a system sufficient number of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder copies for all of Notes that is an Institutional Investorthe Lenders of the following: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) As soon as practicable, and in any event by the case of such statements 20th day of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3next following month, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) construction progress report as of the last day of the applicable reporting period preceding calendar month during the Construction Period in a form reasonably acceptable to the Managing Agent, which report shall compare the status of construction and amounts expended to the Construction Timetable and the Construction Budget; PROVIDED that the construction progress reports delivered by CSG pursuant to Section 7.7 shall satisfy the form of any new Subsidiary this requirement unless the Managing Agent notifies Borrower to the contrary; (whether a Restricted Subsidiary or and Unrestricted Subsidiaryb) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible practicable, and in any event within 10 days by the 30th day of the next following month, financial statements of Borrower for the preceding calendar month (commencing with the first full calendar month after the Company knows that Completion Date) in a form reasonably acceptable to the Managing Agent, together with a written narrative statement discussing any Reportable Event has occurred with respect to any Plan, a statement, significant trends reflected therein signed by the chief financial officer, treasurer or assistant treasurer a Senior Officer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto.Borrower; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (ac) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 45 days after the beginning end of each fiscal year Fiscal Quarter (OTHER THAN the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for such Fiscal Quarter, and its statement of cash flows for the portion of the CompanyFiscal Year ended with such Fiscal Quarter and (ii) if applicable and if requested by the Managing Agent, a copy the consolidating balance sheets and statements of operations as at and for the portion of the plan Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and forecast cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (including a projected consolidated balance sheetOTHER THAN footnote disclosures), income statement consistently applied, as at such date and funds flow statement) of the Company for such fiscal periods, subject only to normal year.-end accruals and audit adjustments; 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Companyd) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 120 days after the close end of each calendar monthFiscal Year, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by consolidated balance sheet of Borrower and its Subsidiaries as at the Required Holdersend of such Fiscal Year and the consolidated statements of operations, copies stockholders' equity and cash flows, in each case of all bills of sale Borrower and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, its Subsidiaries for such Fiscal Year and (ii) if applicable and if requested by the Managing Agent, consolidating balance sheets and statements of operations, in each case as at the end of and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a copy report of one of the most recent static pool six largest public accounting firms in the United States of America or other independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisite Lenders, which report shall be prepared in accordance with respect generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the Lenders. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.11 through 6.14, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (e) As soon as practicable, and in any event within 45 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, INCLUDING for the first such Fiscal Year, projected consolidated balance sheets, statements of operations and statements of cash flow and, for the second and third such Fiscal Years, projected consolidated condensed balance sheets and statements of operations and cash flows, of Borrower and its Subsidiaries, all in reasonable detail; (f) Promptly after request by the Managing Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (g) Concurrently with delivery thereof to the banks under the Parent Bank Credit Facility, copies of the quarterly and annual financial statements of Parent furnished to such Receivables Portfolios as the Required Holders reasonably deem desirablebanks by Parent (or, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base if there is at any time. 7.1.12 Such other information (including non-time no Parent Bank Credit Facility, the financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is statements required to be furnished delivered under the Parent Bank Credit Facility as it existed immediately prior to its ceasing to be in effect); PROVIDED that the delivery of any such financial statements to the agent under the Parent Bank Credit Facility shall satisfy the requirement of this Section 7.1 8.1(G) as to any Lender that is also a bank under that credit facility; (h) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent, and copies of all annual, regular, periodic and special reports and registration statements which Parent may file or be required by law to file with the Securities and Exchange Commission under Section 13 or regulation 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section; (i) Promptly after request by the Managing Agent or any Lender, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Parent or Borrower from any Gaming Board advising it of a violation of or non-compliance with any Gaming Law by Parent or Borrower; (j) Promptly after request by the Managing Agent or any Lender, copies of any other report or other document (except any such report or document pertaining solely to personal matters respecting an individual) that was filed by the Company Borrower or any of its Subsidiaries with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.any Governmental Agency;

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, for itself and each Subsidiaryany Letter of Credit remains outstanding, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, at their sole expense, deliver to the Administrative Agent, a system sufficient number of accounting established and administered in accordance with generally accepted accounting principlescopies for all of the Lenders, and furnish to each holder of Notes that is an Institutional Investorthe following: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly accounting periods in each fiscal year of each of its fiscal yearsBorrower, (i) financial statements for itself Borrower and its SubsidiariesSubsidiaries for such quarterly accounting period, which statements shall include the consolidated unaudited balance sheets sheet of Borrower and its Subsidiaries as at the close end of each such quarterly accounting period and the related consolidated statements statement of income and a retained earnings and statement of cash flows for the period from elapsed portion of the beginning fiscal year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the related periods in the prior fiscal year, all of which shall be certified by the Chief Financial Officer of Borrower, subject to normal year-end audit adjustments and (ii) a management narrative of the important operational and financial developments during the year-to-date period; (b) Within 120 days after the close of each fiscal year of Borrower, (i) financial statements for Borrower and its Subsidiaries for such fiscal year, which statements shall include the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statement of income and retained earnings and of cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year, and (ii) a management narrative of the important operational and financial developments during the respective fiscal year. The financial statements referred to in clause (i) shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, accompanied by a report and opinion of Ernst & Young, or other independent public accountants of recognized national standing selected by Borrower and reasonably satisfactory to the end Requisite Lenders, which report shall be based on an audit conducted in accordance with generally accepted auditing standards as at such date, and which opinion shall be an unqualified opinion. (c) Promptly after Borrower’s or any of its Subsidiaries’ receipt thereof, a copy of the “management letter” (if any) received from its certified public accountants and management’s response thereto. (d) As promptly as practicable and in any event no later than 90 days following the first day of each fiscal year of Borrower, a budget in form satisfactory to the Administrative Agent (including budgeted statements of income and sources and uses of cash and balance sheets) prepared by Borrower for each of the months of such quarterfiscal year prepared in detail; (e) As promptly as practicable and in any event no later than 90 days following the first day of each fiscal year of Borrower, all certified as a capital expenditure budget in form and content satisfactory to fairness of presentation, compliance with Agreement Accounting Principles and consistency the Administrative Agent prepared by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing Borrower for each of the Form 10-Q months of such fiscal year prepared in detail; (f) Intentionally omitted; (g) Promptly after request by the Company Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to Borrower by independent accountants in connection with respect to a fiscal quarter within such 45-day period on the website accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (h) Promptly after the filing or delivery thereof, copies of all financial information, proxy materials and reports, if any, which Borrower or any of its Subsidiaries shall publicly file with the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect or its Successors or deliver to holders of its Indebtedness pursuant to the statements terms of the Company documentation governing such Indebtedness (or any trustee, agent or other representative therefor); (i) Promptly after the same are available, copies of any written communication to Borrower or any Subsidiary of Borrower from any Regulatory Board advising it of a violation of or non-compliance with any Applicable Regulation by Borrower or any Subsidiary of Borrower; (j) Notice in writing within 30 days after any change of Borrower’s senior management personnel; (k) Promptly after an officer of any Party obtains knowledge thereof, notice of one or more of the following environmental matters, unless such environmental matters could not, individually or when aggregated with all other such environmental matters, be reasonably expected to materially and adversely affect the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole: (i) any pending or threatened Environmental Claim against Borrower or any of its Subsidiaries or any Real Property owned or operated by Borrower or any of its Subsidiaries; (ii) any condition or occurrence on or arising from any Real Property owned or operated by Borrower or any of its Subsidiaries that (a) results in noncompliance by Borrower or any of its Subsidiaries with any applicable Environmental Law or (b) could be expected to form the basis of an Environmental Claim against Borrower or any of its Subsidiaries or any such Real Property;. (iii) any condition or occurrence on any Real Property owned or operated by Borrower or any of its Subsidiaries that could be expected to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability by Borrower or any of its Subsidiaries of such Real Property under any Environmental Law; and (iv) the taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Real Property owned or operated by Borrower or any of its Subsidiaries as required by any Environmental Law or any governmental or other administrative agency; provided, that in any event Borrower shall deliver to each Lender all notices received by Borrower or any of its Subsidiaries from any government or governmental agency under, or pursuant to, CERCLA which identify Borrower or any of its Subsidiaries as potentially responsible parties for remediation costs or which otherwise notify Borrower or any of its Subsidiaries of potential liability under CERCLA. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and Borrower’s or such Subsidiary’s response thereto. (l) Promptly after (i) Borrower or any of its Subsidiaries receives any correspondence or other written communication from any Regulatory Board (other than correspondence relating to routine operating matters of Borrower or any of its Subsidiaries in the ordinary course of business) or (ii) Borrower or any of its Subsidiaries delivers any correspondence or other written communication to any Regulatory Board (other than correspondence relating to routine operating matters of Borrower or any of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing , Borrower shall deliver copies of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness any such correspondence or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary written communication to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries Lenders; (if anym) as of Promptly after request by the last day of the applicable reporting period and Administrative Agent or any Lender, copies of any new Subsidiary other material report or other document that was filed by Borrower or any of its Subsidiaries with any Governmental Agency; (whether a Restricted Subsidiary or and Unrestricted Subsidiaryn) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible Promptly, and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Planten Business Days upon a Senior Officer becoming aware, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Companyoccurrence of any (i) ”reportable event” (as such term is defined in Section 4043 of ERISA) or (ii) ”prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, describing said Reportable Event telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and the specifying what action which the Company Borrower or any of its Subsidiaries is taking or proposes to take with respect thereto. 7.1.7 As soon as possible and in , and, when known, any event within 10 days after receipt action taken by the Company thereof, a copy of Internal Revenue Service with respect thereto; (ao) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicableupon, and in any event within 90 days five Business Days after the beginning an officer of each fiscal year any Party obtains knowledge thereof, notice of the Company, a copy occurrence of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days which constitutes a Default or an Event of Default; and (in the case of the Companyp) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other data and information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed requested by the Company with a government body on an earlier dateAdministrative Agent, then any Lender (through the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateAdministrative Agent) or the Requisite Lenders.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so So long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted SubsidiariesAdvance remains unpaid, or any other Person of any toxic Obligation remains unpaid or hazardous waste or substance into the environmentunperformed, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any portion of its Restricted Subsidiariesthe Commitment remains in force, whichBorrower shall, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon unless the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files Administrative Agent (with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 written approval of the Xxxxxxxx-Xxxxx Act of 2002 Requisite Banks) otherwise consents, deliver to the Administrative Agent and all rules and regulations related thereto. 7.1.9 the Banks, at Borrower's sole expense: (a) As soon as practicable, and in any event within 90 60 days after the beginning end of each fiscal year Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarter, and its statement of cash flows for the portion of the Company, a copy Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the plan Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and forecast cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (including a projected consolidated balance sheetother than footnote disclosures), income statement consistently applied, as at such date and funds flow statement) of the Company for such fiscal periods, subject only to normal year. 7.1.10 As soon as possible, -end accruals and in any event within 3 Business Days audit adjustments; (in the case of the Companyb) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 60 days after the close end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Total Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each calendar monthFiscal Year, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by con- solidated balance sheet of Borrower and its Subsidiaries as at the Required Holdersend of such Fiscal Year and the consolidated statements of operations, copies shareholders' equity and cash flows, in each case of all bills of sale Borrower and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a copy report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisxxx Xxnxx, xxxxh report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the most recent static pool report with respect audit nor to such Receivables Portfolios as any other qualification or exception determined by the Required Holders reasonably deem desirable, all certified as being true and correct Requisite Banks in all material respects by an Authorized Officer their good faith business judgment to be adverse to the interests of the Company)Banks. The Company may update the Borrowing Base Certificate more frequently than monthly Such accountants' report and the most recently delivered Borrowing Base Certificate opinion shall be accompanied by a certificate stating that, in making the applicable Borrowing Base Certificate examination pursuant to generally accepted auditing standards necessary for purposes the certification of determining such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the Borrowing Base opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at any time. 7.1.12 Such other information the end of such Fiscal Year (which shall accompany such certificate) under Section 6.11 and 6.12, have read such Sections (including non-financial information, the definitions of all defined terms used therein) and including the audit report with respect that nothing has come to the following reports and evaluations (but attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under manner prescribed by this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.Agreement;

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, or any other Obligation (other than indemnity obligations for itself which no claim has been made) remains unpaid or unperformed, or any portion of the Commitments remains in force, the Borrower shall, unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents in writing, deliver to the Banks and each Subsidiarythe Administrative Agent, a system of accounting established and administered in accordance with generally accepted accounting principlesat the Borrower’s sole expense: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheets of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself the Borrower and its Subsidiaries, including in each case balance sheets Subsidiaries as of at the end of such periodFiscal Quarter, statements of income and statements of cash flows, accompanied by (aii) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement (iii) consolidated statements of cash flows for the period from the beginning of such fiscal year to the end of such quarterflow, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of in each set of consolidated financial statements referred to case described in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and clauses (ii) a list setting forth the names and (iii) of each this Section 7.1(a) of the Unrestricted Borrower and its Subsidiaries (if any) as for such Fiscal Quarter and for the portion of the last day Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of the applicable reporting period Borrower as fairly presenting the financial condition, results of operations and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and changes in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer position of the CompanyBorrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than any requirement for footnote disclosures), describing said Reportable Event as at such date and the action which the Company proposes for such periods, subject only to take with respect thereto.normal year-end accruals and audit adjustments; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of the CompanyFiscal Year, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by consolidated balance sheets of the Required HoldersBorrower and its Subsidiaries as at the end of such Fiscal Year, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy consolidated statements of income of the most recent static pool report with respect to Borrower and its Subsidiaries for such Receivables Portfolios as Fiscal Year and (iii) consolidated statements of cash flow of the Required Holders reasonably deem desirableBorrower and its Subsidiaries for such Fiscal Year, all certified as being true and correct in all material respects by an Authorized Officer of the Company)reasonable detail. The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate Such financial statements shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial informationprepared in accordance with Generally Accepted Accounting Principles, and including the audit such consolidated balance sheet and consolidated statements shall be accompanied by a report with respect to the following reports and evaluations (but not the reports opinion of Xxxxx & Xxxxx or evaluations themselves): the Commercial Finance Examination Reports and evaluations other independent public accountants of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed recognized national standing selected by the Company with a government body on an earlier dateBorrower, then the information required hereunder which report and opinion shall be furnished by no later than 5 Business Days after prepared in accordance with generally accepted auditing standards as at such earlier date.;

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Deliver to each holder of Notes that is an Institutional Investorthe Bank: 7.1.1 (a) Within 90 forty-five (45) days after the close of each of its fiscal yearsthe first three Fiscal Quarters of each Fiscal Year of the Borrower, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself balance sheet of the Borrower and its Subsidiaries, including in each case balance sheets Subsidiaries as of the end close of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period Fiscal Quarter and consolidated statements of income and a statement of cash flows for the Borrower and its Subsidiaries for the Fiscal Quarter then ended and for that portion of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period from or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Borrower’s president or chief financial officer to be true and accurate; (b) Within one hundred fifty (150) days after the close of each Fiscal Year of the Borrower, beginning with the Fiscal Year ending December 31, 2008, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal year Fiscal Year and audited consolidated statements of income and cash flows for the Borrower and its Subsidiaries for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, prepared by an independent certified public accountant reasonably acceptable to the end of such quarterBank, all certified as to fairness of presentation, compliance in accordance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided GAAP applied on a basis consistent with that so long as the Company is a reporting company, filing of the Form 10-Q preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by the Company a report thereon by such certified public accountant containing an opinion that is not qualified with respect to a fiscal quarter within such 45-day period on scope limitations imposed by the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 Borrower or its Subsidiaries or with respect to accounting principles followed by the statements of the Company and all of Borrower or its Subsidiaries).Subsidiaries not in accordance with GAAP; 7.1.3 Simultaneously (c) Concurrently with the delivery or filing of each set of consolidated the financial statements referred to described in Sections 7.1.1 and 7.1.2 subsection (b) above, a certificate addressed to the related consolidating Bank from the independent certified public accountant that in making its audit of the financial statements of the Company Borrower and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operationsSubsidiaries, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing it obtained no knowledge of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer occurrence or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event existence of Default exists, or if any Default or Event of Default existsunder this Agreement, stating or specifying the nature and status thereofperiod of existence of any such Default or Event of Default; provided, however, that such accountant shall not be liable to anyone by reason of its failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards; (d) Beginning with the Fiscal Quarter ending December 31, 2008 and concurrently with the delivery of the financial statements described in subsections (a) and (b) above with respect thereto, a certificate executed and delivered Compliance Certificate with respect to the period covered by the chief executive officer or chief financial officer stating that statements being delivered thereunder together with a Covenant Compliance Worksheet reflecting the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 computation of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 financial covenants set forth in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Article VI as of the last day of the applicable reporting period covered by such financial statements, executed by the president or chief financial officer of the Borrower and the Guarantor; (e) [Reserved]; (f) Prompt notice of any new Subsidiary Material Adverse Change; and (whether g) Within a Restricted Subsidiary or reasonable time, upon the Bank’s request, such other information about the property, financial condition and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer operations of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes Borrower and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios Subsidiaries as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes Bank may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, for itself and each Subsidiaryor any Letter of Credit remains outstanding, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, at Borrower's sole expense, deliver to the Administrative Agent, a system sufficient number of accounting established and administered in accordance with generally accepted accounting principlescopies for all of the Lenders, and furnish to each holder of Notes that is an Institutional Investorthe following: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) As soon as practicable, and in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year any event within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods end of each of its fiscal yearsFiscal Quarter, for itself (i) the consolidated and its Subsidiariesconsolidating balance sheet, consolidated unaudited balance sheets as at the close of each such period and consolidated statements statement of income and a statement of cash flows for the period from portion of the beginning of Fiscal Year ended with such fiscal year to the end of such quarterFiscal Quarter, all certified as to fairness of presentationin reasonable detail, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth quarterly operating report with a narrative description in a format which is mutually acceptable to Borrower and the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed Administrative Agent. Such financial statements shall be certified by the chief Chief Financial Officer or Treasurer of Coast Resorts as fairly presenting the financial officercondition, treasurer or assistant treasurer results of the Companyoperations and cash flows of Coast Resorts and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), describing said Reportable Event consistently applied, as at such date and the action which the Company proposes for such periods, subject only to take with respect thereto.normal year-end accruals and audit adjustments; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of Fiscal Year, the Company, a copy of the plan consolidated and forecast (including a projected consolidated consolidating balance sheet, income statement statements of operations and funds flow statement) cash flows, in each case of the Company Coast Resorts and its Subsidiaries for such fiscal year. 7.1.10 As soon Fiscal Year, in each case as possibleat the end of and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of independent public accountants of recognized standing selected by Coast Resorts and reasonably satisfactory to the Requisite Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any event within 3 Business Days (qualifications or exceptions which are not acceptable to the Requisite Lenders. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the case opinion of such accountants, any such Default shall exist, stating the Companynature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.12, 6.13, 6.14 and 6.15 have read such Sections (including the definitions of all defined terms used therein) and 15 days (that nothing has come to the attention of such accountants in the case course of any Guarantor) after such examination that would cause them to believe that the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change same were not calculated by Borrower in the jurisdiction of organization of the Company or any Guarantor.manner prescribed by this Agreement; 7.1.11 (c) As soon as practicable, and in any event within thirty (30) 90 days after the close commencement of each calendar monthFiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the Company four succeeding Fiscal Years, including projected consolidated balance sheets, statements of operations and statements of cash flow of Coast Resorts and its Subsidiaries, all in reasonable detail; (d) Promptly after the same are available, copies of each material change to the Plans (whether such changes require the consent of the Lenders or not). Without limitation on the foregoing, Borrower shall promptly provide the holders of Notes CSC with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills change orders with respect to the Plans including plans and specifications indicating the proposed change, a written description of sale the proposed change and purchase agreements evidencing related work drawings and a written estimate of the acquisition cost of Receivables Portfolios included in the Borrowing Baseproposed change and the time necessary to complete it, and (ii) a copy any and all other information and documents with respect thereto reasonably requested by CSC; (e) Promptly after request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to Coast Resorts by independent accountants in connection with the accounts or books of Coast Resorts or any of its Subsidiaries, or any audit of any of them; (f) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Coast Resorts, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the most recent static pool Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 7.1; (g) Promptly after the same are available, copies of the Nevada "Regulation 6.090 Report" and "6-A Report" and copies of any written communication to Borrower or any other Obligor from any Gaming Board advising it of a violation of or non-compliance with any Gaming Law by Borrower or any other Obligor; (h) Promptly after request by the Administrative Agent or any Lender, copies of any other material report or other document that was filed by Coast Resorts or any of its Subsidiaries with any Governmental Agency; (i) Promptly, and in any event within ten Banking Days upon a Senior Officer becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Coast Resorts or any of its Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (j) As soon as practicable, and in any event within three Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (k) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct a claim against Coast Resorts or any of its Subsidiaries that is $1,000,000 or more in all material respects by an Authorized Officer excess of the Company). The Company may update amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement involving Indebtedness in excess of $1,000,000 or a material lease has asserted a default thereunder on the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes part of determining the Borrowing Base at Coast Resorts or any time. 7.1.12 Such other information of its Subsidiaries, (including non-financial information, and including the audit report iii) any Person has commenced a legal proceeding with respect to a claim against Coast Resorts or any of its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $1,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Coast Resorts or Borrower of its intent to strike Coast Resorts or any of its Subsidiaries on a date certain and such strike would involve more than 100 employees of Coast Resorts and its Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Coast Resorts or any of its Subsidiaries, a written notice describing the following reports pertinent facts relating thereto and evaluations what action Coast Resorts or its Subsidiaries are taking or propose to take with respect thereto; and (but not the reports or evaluations themselves): the Commercial Finance Examination Reports l) Such other data and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) information as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed requested by the Company with a government body on an earlier dateAdministrative Agent, then any Lender (through the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateAdministrative Agent) or the Requisite Lenders.

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, any Letter of Credit is outstanding or any other Obligation remains unpaid (other than contingent indemnification obligations for itself and each Subsidiarywhich no claim has been made), a system or any portion of accounting established and administered any Commitments remains in accordance with generally accepted accounting principlesforce, Borrower shall, at Borrower’s sole expense, deliver to the Agent for distribution by it to the Lenders: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), the consolidated balance sheet of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself Borrower and its Subsidiaries, including in each case balance sheets Restricted Subsidiaries as of at the end of such period, statements of income Fiscal Quarter and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income operations and a statement of cash flows for such Fiscal Quarter and the period from portion of the beginning Fiscal Year ended with such Fiscal Quarter, together with a backlog report of such fiscal year to the end of such quarterBorrower and its Restricted Subsidiaries, all in reasonable detail. Such financial statements shall be certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its the chief financial officer, treasurer officer of Borrower or assistant treasurer (provided that so long his or her designated representative as fairly presenting in all material respects the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements condition, results of the Company operations and all cash flows of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company Borrower and its Restricted Subsidiaries reflecting all adjustments necessary in accordance with GAAP (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to eliminate normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event before the results commencement of operationsa Pricing Period, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from a Pricing Certificate for such consolidated financial statements. 7.1.4 On the same day as the delivery or filing Pricing Period setting forth a calculation of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Total Leverage Ratio as of the last day of the applicable reporting period Fiscal Quarter immediately prior to such Pricing Period, and providing reasonable detail as to the calculation thereof, which calculations in the case of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and the fourth Fiscal Quarter in any event within 10 days after Fiscal Year shall be based on the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief preliminary unaudited financial officer, treasurer or assistant treasurer statements of the Company, describing said Reportable Event Borrower and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any Person as a result material variance in the actual calculation of the release by Total Leverage Ratio from such preliminary calculation, a revised Pricing Certificate setting forth the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and actual calculation thereof; (bc) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year Fiscal Year, (i) the consolidated balance sheet of Borrower and its Restricted Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, stockholders’ equity and cash flows, in each case of Borrower and its Restricted Subsidiaries for such Fiscal Year, together with a backlog report of Borrower and its Restricted Subsidiaries, all in reasonable detail, (ii) supplements to Schedule A to the Borrower Security Agreement and any Subsidiary Security Agreement to reflect any new deposit accounts and securities accounts included in the Collateral and to remove deposit accounts and securities accounts no longer included in the Collateral, supplements to Schedule B to the Borrower Security Agreement and any Subsidiary Security Agreement to reflect the publication or registration of new Copyrights or applications thereof, new Marks and new Patents (each as defined in the Borrower Security Agreement or Subsidiary Security Agreement, as applicable) and supplements to Schedule A to the Borrower Pledge Agreement and any Subsidiary Pledge Agreement to reflect any new pledged Equity Interests included in the Collateral and to remove any pledged Equity Interests no longer included in the Collateral, and (iii) worksheets or other calculations used by Borrower in determining whether or not Significant Subsidiaries exist as of the Company, a copy Determination Date occurring as of the plan end of such Fiscal Year. Such financial statements shall be prepared in accordance with GAAP, consistently applied, and forecast (including such consolidated financial statements shall be accompanied by a projected consolidated balance sheetreport of PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by Borrower, income statement which report shall be prepared in accordance with GAAP as at such date, and funds flow statement) shall not be subject to any qualifications or exceptions as to the scope of the Company for such fiscal year. 7.1.10 As soon audit nor to a “going concern” or like qualification (except as possible, and in any event within 3 Business Days (in the case may be required as a result of the Company) and 15 days (in the case impending maturity of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor.Loans); 7.1.11 (d) As soon as practicable, and in any event within thirty (30) 120 days after the close end of each calendar monthFiscal Year, a budget and projections for the Company then-current Fiscal Year in reasonable detail substantially consistent with the budget and projections provided to the Agent on the Closing Date (except that such budget and projections shall provide be prepared for such Fiscal Year as a whole and not by Fiscal Quarter); (e) Promptly after request by the holders Agent or any Lender, copies of Notes any detailed audit reports by independent accountants in connection with the accounts or books of Borrower or any of its Restricted Subsidiaries, or any audit of any of them; (f) Promptly, and in any event within five (5) Banking Days after receipt thereof by Borrower or any Restricted Subsidiary thereof, copies of each material notice or other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of Borrower or any Restricted Subsidiary thereof; (g) Promptly after request by the Agent or any Lender, copies of any other report or other document that was filed by Borrower with any Governmental Agency, but excluding such reports or documents as are filed with any Governmental Agency as part of Borrower’s ordinary course transactions with any Governmental Agency; (h) Promptly upon a Borrowing Base Certificate Senior Officer becoming aware, and in any event within five (containing a certification by an Authorized Officer that 5) Banking Days after becoming aware, of the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount occurrence of such Borrowing Base), together with such supporting documents (including without limitation any (i) “reportable event” (as such term is defined in Section 4043 of ERISA, but excluding such events as to which the extent requested PBGC has by regulation waived the Required Holders, copies requirement therein contained that it be notified within thirty days of all bills the occurrence of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and such event) or (ii) a copy non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the most recent static pool report Code) involving any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower is taking or proposes to take with respect to such Receivables Portfolios thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (i) As soon as the Required Holders reasonably deem desirablepracticable, all certified as being true and correct in all material respects by an Authorized any event within five (5) Banking Days after a Senior Officer becomes aware of the Company). The Company may update existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the Borrowing Base Certificate nature and period of existence thereof, and, no more frequently than monthly five (5) Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (j) Commencing with the most recently delivered Borrowing Base Certificate shall be financial statements for the applicable Borrowing Base Certificate for purposes Fiscal Quarter ending June 30, 2016, at such times as Unrestricted Subsidiaries are included in consolidated financial statements referred to in Sections 7.1(a) and 7.1(c) above, simultaneously with the delivery of determining each set of such consolidated financial statements, internally-prepared condensed consolidating financial information reflecting the Borrowing Base at any time.adjustments necessary to eliminate the accounts of the Unrestricted Subsidiaries (if any) from such consolidated financial statements, in a form reasonably acceptable to the Agent; and 7.1.12 (k) Such other data and information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed requested by the Company with a government body on an earlier dateAgent, then any Lender (through the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateAgent) or the Requisite Lenders, to the extent reasonably available to Borrower.

Financial and Business Information. The So long as any Advance remains unpaid, or any other Obligation (other than indemnity obligations for which no claim has been made) remains unpaid or unperformed, or any portion of the Commitment remains in force, the Company will maintainshall, for itself unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents in writing, deliver to the Banks and each Subsidiarythe Administrative Agent, a system of accounting established and administered in accordance with generally accepted accounting principlesat the Company’s sole expense: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each of its fiscal yearsFiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), financial statements prepared in accordance with Agreement Accounting Principles on a (i) the consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets Subsidiaries as at the close end of each such period and Fiscal Quarter, (ii) consolidated statements of income and a statement (iii) consolidated statements of cash flows for the period from the beginning of such fiscal year to the end of such quarterflow, all certified as to fairness of presentation, compliance with Agreement Accounting Principles in each case described in clauses (ii) and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements iii) of the Company and its Restricted Subsidiaries reflecting for such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal Quarter, all adjustments necessary to eliminate in reasonable detail. Such financial statements shall be certified by a Senior Officer of the Company as fairly presenting the financial condition, results of operations, cash flows, accounts operations and other assets and Indebtedness or other liabilities changes in financial position of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are Subsidiaries in compliance accordance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto Generally Accepted Accounting Principles (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the other than any requirement for footnote disclosures), as at such certification of compliance with the Xxxxxxxxdate and for such periods, subject only to normal year-Xxxxx Act under this Section 7.1.4); end accruals and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period.audit adjustments; 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year Fiscal Year, (i) the consolidated balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year, (ii) consolidated statements of income of the Company and its Subsidiaries for such Fiscal Year and (iii) consolidated statements of cash flow of the Company and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Ernst & Young or other independent public accountants of recognized national standing selected by the Company, a copy which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date; (c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the plan Company generally, and forecast (including copies of all annual, regular, periodic, current and special reports and registration statements which the Company or a projected consolidated balance sheet, income statement and funds flow statementSubsidiary of the Company may file or be required to file under Sections 13 or 15(d) of the Company for such fiscal year.Securities Exchange Act of 1934; 7.1.10 As soon as possible(d) Promptly, and in any event within 3 Business five (5) Banking Days (in the case after a Senior Officer of the Company) and 15 days (in Company obtains actual knowledge of the case existence of any Guarantor) after condition or event which constitutes a Default or Event of Default, written notice specifying the occurrence thereof, a reasonably detailed notification to each holder nature and period of Notes existence thereof and its counsel of any change in the jurisdiction of organization of specifying what action the Company or any Guarantor.of its Subsidiaries is taking or proposes to take with respect thereto; 7.1.11 As soon as practicable, and (e) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event defined in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation clauses (i) through (vii) or (xi) of the definition thereof involving Title IV or ERISA that could reasonably be expected to result in material liability to the extent requested Company or its Subsidiaries or any ERISA Event that could reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, what action the Company or any of its ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Required HoldersInternal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) With reasonable promptness, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (iia) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information each Schedule B (including non-financial information, and including the audit report with respect Actuarial Information) to the following reports and evaluations annual report, if any (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be Form 5500 Series), filed by the Company or any of its Current ERISA Affiliates with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.Internal Revenue Service with respect to each Pension Plan;

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, for itself or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, deliver to the Administrative Agent and each Subsidiarythe Lenders, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investorat Borrower's sole expense: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible practicable, and in any event within 10 45 days after the Company knows that any Reportable Event has occurred with respect to any Planend of each Fiscal Quarter, a statement, signed by (i) the chief financial officer, treasurer or assistant treasurer consolidated balance sheet of the Company, describing said Reportable Event Borrower and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarter, a result schedule detailing Capital Expenditures and Distributions made during that Fiscal Quarter and the portion of the release Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the Companyfinancial condition, any results of operations and cash flows of Borrower and its Restricted SubsidiariesSubsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), or any other Person of any toxic or hazardous waste or substance into the environmentconsistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year Fiscal Year, (i) the consolidated balance sheet of Borrower and its Restricted Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Restricted Subsidiaries for such Fiscal Year and (ii) consolidating balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of KPMG Peat Marwick or other independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisite Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the Company, a copy audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the plan Lenders. Such accountants' report and forecast opinion shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.12 and 6.13, have read such Sections (including a projected consolidated balance sheet, income statement the definitions of all defined terms used therein) and funds flow statement) that nothing has come to the attention of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (accountants in the case course of such examination that would cause them to believe that the Company) and 15 days (same were not calculated by Borrower in the case of any Guarantormanner prescribed by this Agreement; (c) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 90 days after the close commencement of each calendar monthFiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the Company shall provide next three succeeding Fiscal Years (but not past the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing BaseMaturity Date), together with INCLUDING for the first such supporting documents Fiscal Year, projected quarterly consolidated balance sheets, statement of operations and statements of cash flow and, for the remaining three Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Borrower and its Restricted Subsidiaries, all in reasonable detail; (including without limitation (id) to the extent requested Promptly after request by the Required Holdersany Creditor, copies of all bills any detailed audit reports, management letters or recommendations submitted to the board of sale and purchase agreements evidencing directors (or the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy audit committee of the most recent static pool report board of directors) of Borrower by independent accountants in connection with respect to such Receivables Portfolios as the Required Holders reasonably deem desirableaccounts or books of Borrower or any of its Restricted Subsidiaries, all certified as being true and correct in all material respects by an Authorized Officer or any audit of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes any of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.them;

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, or any other Obligation remains unpaid, or any portion of either the Commitments remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, at Borrower's sole expense, deliver to the Administrative Agent for itself and each Subsidiarydistribution by it to the Lenders, a system sufficient number of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder copies for all of Notes that is an Institutional Investorthe Lenders of the following: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) As soon as practicable, and in any event by the case of such statements 20th day of the Company and its Subsidiariesnext following month, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K all information requested by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement CSG for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all preparation of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) construction progress report as of the last day of the applicable reporting period preceding calendar month during the Construction Period in a form reasonably acceptable to the Administrative Agent, which report shall compare the status of construction and of any new Subsidiary amounts expended to the Construction Timetable and the Construction Budget; (whether a Restricted Subsidiary or and Unrestricted Subsidiaryb) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible practicable, and in any event within 10 days by the 30th day of the next following month, financial statements of Borrower for the preceding calendar month (commencing with the first full calendar month after the Company knows that Completion Date) in a form reasonably acceptable to the Administrative Agent, together with a written narrative statement discussing any Reportable Event has occurred with respect to any Plan, a statement, significant trends reflected therein signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto.a Senior Officer; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (ac) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 45 days after the beginning end of each fiscal year Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for such Fiscal Quarter, and its statement of cash flows for the portion of the CompanyFiscal Year ended with such Fiscal Quarter and (ii) if applicable and if requested by the Administrative Agent, a copy the consolidating balance sheets and statements of operations as at and for the portion of the plan Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer as fairly presenting the financial condition, results of operations and forecast cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (including a projected consolidated balance sheetother than footnote disclosures), income statement consistently applied, as at such date and funds flow statement) of the Company for such fiscal periods, subject only to normal year.-end accruals and audit adjustments; 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Companyd) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 45 days after the close end of each Fiscal Quarter, a Pricing Certificate setting forth a preliminary calculation of the Pricing Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any material variance in the actual calculation of the Pricing Ratio from such preliminary calculation, a revised Pricing Certificate setting forth the actual calculation thereof; (e) As soon as practicable, and in any event within 120 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, members' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) if applicable and if requested by the Administrative Agent, consolidating balance sheets and statements of operations, in each case as at the end of and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report of independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisite Lenders, which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the Lenders. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.11 and 6.12, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (f) As soon as practicable, and in any event within 45 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected consolidated and consolidating balance sheets, statements of operations and statements of cash flow and, for the second and third such Fiscal Years, projected consolidated and consolidating condensed balance sheets and statements of operations and cash flows, of Borrower and its Subsidiaries, all in reasonable detail; (g) Promptly after request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the executive committee (or the audit committee of the executive committee) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (h) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Station, and copies of all annual, regular, periodic and special reports and registration statements which Station may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 10.1; (i) Promptly after request by the Administrative Agent or any Lender, copies of the Nevada "Regulation 6.090 Report" and "6-A Report", and copies of any written communication to Borrower from any Gaming Board advising it of a violation of or non-compliance with any Gaming Law by Borrower or any of its Subsidiaries; (j) Promptly after request by the Administrative Agent or any Lender, copies of any other report or other document that was filed by Borrower with any Governmental Agency; (k) Promptly upon a Senior Officer becoming aware, and in any event within ten Business Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (l) As soon as practicable, and in any event within two Business Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (m) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Borrower that is $2,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor under a credit agreement involving Indebtedness of $2,000,000 or more or any lessor under a lease involving aggregate rent of $2,000,000 or more has asserted a default thereunder on the part of Borrower, (iii) any Person has commenced a legal proceeding with respect to a claim against Borrower under a contract that is not a credit agreement or material lease in excess of $2,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike such Borrower on a date certain and such strike would involve more than 100 employees of Borrower or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower, a written notice describing the pertinent facts relating thereto and what action Borrower is taking or proposes to take with respect thereto; (n) At such times when the Greenspun Pledge Agreement is in effect, not later than the tenth day of each calendar month, a certificate setting forth the Company shall provide the holders of Notes with a Borrowing Base Certificate Marked to Market Value (containing a certification by an Authorized Officer that the Receivables Portfolios included as defined in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (iGreenspun Pledge) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios pledged collateral thereunder as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update last market day of the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time.immediately preceding calendar month; and 7.1.12 (o) Such other data and information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed requested by the Company with a government body on an earlier dateAdministrative Agent, then any Lender (through the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateAdministrative Agent) or the Requisite Lenders.

Financial and Business Information. The Company will maintain, for itself Deliver to the ---------------------------------- Agent and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investorthe Lenders at Borrower's sole expense: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 50 days after the beginning end of each fiscal year Fiscal Quarter beginning with the Fiscal Quarter ending September 29, 1995 (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Quarter, and (ii) consolidated and consolidating statements of income and cash flow, in each case of Borrower and its Subsidiaries for such Fiscal Quarter and for the portion of the CompanyFiscal Year ended with such Fiscal Quarter, all in reasonable detail sufficient to calculate compliance with financial covenants, and presented in a copy manner comparing such financial statements to the financial statements for the comparable fiscal periods of the plan prior Fiscal Year and forecast to Borrower's budget for the current Fiscal Year. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and cash flow of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (including a projected consolidated balance sheetother than any requirement for footnote disclosures), income statement consistently applied (except for those changes to which the independent public accountants of Borrower have concurred), as at such date and funds flow statement) of the Company for such fiscal periods, subject only to normal year.-end audit adjustments; 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Companyb) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 100 days after the close end of each calendar monthFiscal Year, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the Required Holders, copies end of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Basesuch Fiscal Year, and (ii) consolidated and consolidating statement of income and statement of cash flow, in each case of Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail sufficient to calculate compliance with financial covenants, and presented in a manner comparing such financial statements to the financial-statements for the comparable fiscal periods of the prior Fiscal Year and to Borrower's budget for the current Fiscal Year. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied (except for those changes to which the independent public accountants of Borrower have concurred), and such consolidated financial statements shall be accompanied by a report and opinion of KPMG Peat Marwick or another of the six largest firms of independent public accountants of recognized national standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification, exception or explanation which the Majority Lenders determine reflects a Material Adverse Effect; (c) Not later than 120 days after the commencement of each Fiscal Year, (i) the Borrower's business plan for such Fiscal Year, (ii) projected consolidated financial statements showing the financial condition and results of operation, by Fiscal Quarter, of Borrower and its Subsidiaries for such Fiscal Year, including pro forma compliance (or non- compliance, as the case may be) with the financial covenants set forth in this Agreement, and (iii) projected consolidated financial statements showing such financial condition and results of operation by Fiscal Year for the next five succeeding Fiscal Years, in reasonable detail and in a form reasonably satisfactory to the Agent, together with a description of the material assumptions used in preparing such projected financial statements and, as promptly as practicable after any revision thereof is approved by the chief financial officer of Borrower, a copy of such revision; (d) Promptly after receipt thereof, Borrower will make available for inspection copies of any detailed audit reports or recommendations submitted to Borrower or any of its Subsidiaries by independent accountants in connection with the most recent static pool report with respect to such Receivables Portfolios as accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (e) Promptly after the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial informationsame are available, and including in any event within 10 days after the audit sending or filing thereof, copies of each annual report, proxy or financial statement or other report with respect or communication sent to the following - 81 - shareholders of Borrower and copies of all annual, regular, periodic and special reports and evaluations (but not the reports registration statements, in each case which Borrower may file or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is be required to be furnished file with the SEC under this Section 7.1 is required the Securities Act of 1933 or the Securities Exchange Act of 1934; (f) Promptly after request by law the Agent or regulation to be any Lender, copies of any other specific report or other document that was filed by the Company Borrower or any of its Subsidiaries with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.any Governmental Agency;

Financial and Business Information. The Company will maintainSo long as any Loan remains unpaid, for itself and each Subsidiaryany Letter of Credit remains outstanding, a system any other Obligation remains unpaid, or any portion of accounting established and administered the Commitments remain in accordance with generally accepted accounting principlesforce, Borrower shall, unless the Requisite Lenders otherwise consent in writing, deliver to the Administrative Agent, at its sole expense: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each calendar month beginning with the calendar month ending on or about December 31, 1999 (including the last calendar month in each year), (i) the consolidated balance sheet of Borrower and its fiscal yearsSubsidiaries as at the end of such calendar month, (ii) a consolidated statement of income and statement of cash flows of Borrower and its Subsidiaries for that calendar month and for the portion of the Fiscal Year then ended, (iii) a statement of revenues by division of Borrower, and (iv) a comparison of such financial statements prepared in accordance with Agreement Accounting Principles the Projections, and, beginning with the month ending on a consolidated basis for itself and its Subsidiariesor about December 31, including in each case balance sheets 2000, with the financial results as of the end of the same fiscal period (where such perioddata exists) during the immediately preceding Fiscal Year, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of income Borrower as fairly presenting the financial condition, results of operations and statements changes in financial position of cash flows, accompanied by (a) in the case of such statements of the Company Borrower and its Subsidiaries, an and shall be prepared and presented in accordance with GAAP (other than any requirement for footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit reportadjustments. For the last calendar month in each of the Fiscal Quarters ending January 31, unqualified as to scope2000, of BDO USA LLP or another nationally recognized firm of independent public accountants April 30, 2000, July 31, 2000 and October 31, 2000, such financial statements shall have been reviewed by Ernst & Young or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and Administrative Agent; (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year Fiscal Year, (i) the audited consolidated balance sheet and statement of income and cash flows of Borrower and its Subsidiaries prepared and presented in accordance with GAAP, consistently applied, and accompanied by (A) a report and opinion of Ernst & Young or another independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisite Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the Company, audit nor to any other qualification or exception which the Requisite Lenders determine is unacceptable and (B) a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possiblemanagement letter from Borrower's auditors, and in any event within 3 Business Days (in the case ii) an unaudited statement of the Companyrevenues by division, and (iii) and 15 days a calculation of Excess Cash Flow for that Fiscal Year; (in the case of any Guarantorc) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 120 days after the close end of each calendar monthfiscal year of Landec, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) the audited consolidated balance sheet and statement of income and cash flows of Landec and its Subsidiaries prepared and presented in accordance with GAAP, consistently applied, and accompanied by a report and opinion of independent public accountants of nationally recognized standing selected by Landec and reasonably satisfactory to the extent requested Requisite Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception which the Requisite Lenders determine is unacceptable, and which shall be accompanied by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Baseany management letter prepared by such accountants, and (ii) the unaudited company-prepared consolidating balance sheets and statements of income and cash flows for Landec and its Subsidiaries; (d) Not later than 45 days following the Closing Date, a copy company prepared opening balance sheet for Borrower and its Subsidiaries as of the most recent static pool report with respect Closing Date, which balance sheet shall be based upon a physical inventory count conducted by Borrower and its Subsidiaries and observed by Ernst & Young on the Closing Date, and otherwise in form and substance acceptable to such Receivables Portfolios as the Required Holders reasonably deem desirableAdministrative Agent; (e) Not later than 30 days following the end of each fiscal month of Borrower, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the a monthly Borrowing Base Certificate more frequently than monthly as of the last Business Day of such fiscal month, together with an accounts receivable aging report, accounts payable aging report, inventory listings, reports detailing grower advances and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial informationgrower payables, and including such other collateral reports as the audit report with respect Administrative Agent may reasonably require, all in form and substance reasonably acceptable to the following reports Administrative Agent; (f) As soon as practicable, and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as in any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by event no later than 5 the commencement of each Fiscal Year, a business plan and projections by calendar month for that Fiscal Year and by Fiscal Year for each of the following Fiscal Years through the Term Maturity Date, all in form and detail reasonably satisfactory to the Administrative Agent; (g) Promptly and in any event within five Business Days following receipt thereof, copies of any detailed audit reports, management letters or recommendations submitted to Borrower or any of its Subsidiaries by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (h) Promptly after such earlier date.the same are available and in any event within 90 days following the end of each Fiscal Year (or within 30 days following their filing with the Commission), copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Landec or Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Landec or Borrower may file or be required to file under Sections 13 or 15(d) of the Securities Exchange Act of 1934; (i) Promptly after request by the Requisite Lenders submitted through the Administrative Agent, copies of any other specific report or other document that was filed by either Borrower or any Subsidiary of Borrower with any Governmental Agency;

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Deliver to each holder of Notes that is an Institutional Investorthe Bank: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, practicable and in any event within thirty (30) days after the close of each calendar monthof the first three fiscal quarters of each fiscal year of the Company, beginning with the current quarter, a consolidated balance sheet of the Company and its Subsidiaries as of the close of such fiscal quarter and consolidated statements of income, retained earnings and cash flows for the Company and its Subsidiaries for the fiscal quarter then ended and for that portion of the fiscal year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal year, all prepared in accordance with Generally Accepted Accounting Principles applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Company's President or Chief Financial Officer to be true and accurate; (b) As soon as practicable and in any event within ninety (90) days after the close of the fiscal year of the Company, beginning with the close of the current fiscal year, an audited consolidated balance sheet of the Company and its Subsidiaries as of the close of such fiscal year and audited consolidated statements of income, retained earnings and cash flows for the Company and its Subsidiaries for the fiscal year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal year, prepared by an independent certified public accountant reasonably acceptable to the Bank, in accordance with Generally Accepted Accounting Principles applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by such certified public accountant containing an opinion that is not qualified with respect to scope limitations imposed by the Company or its Subsidiaries or with respect to accounting principles followed by the Company or its Subsidiaries not in accordance with Generally Accepted Accounting Principles; (c) Concurrently with the delivery of the financial statements described in subsection (b) above, a certificate addressed to the Bank from the independent certified public accountant that in making its audit of the financial statements of the Company and its Subsidiaries, it obtained no knowledge of the occurrence or existence of any Default or Event of Default under this Agreement, or specifying the nature and period of existence of any such Default or Event of Default; provided, however, that such accountant shall not be liable to anyone by reason of its failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards; (d) Concurrently with the delivery of the financial statements described in subsections (a) and (b) above, a certificate from the Company's President or Chief Financial Officer certifying to the Bank that to the best of his knowledge, after review of this Agreement and other appropriate inquiry, the Company shall provide has kept, observed, performed and fulfilled in all respects each and every covenant, obligation and agreement binding upon the holders Company contained in this Agreement (and with respect to the financial covenants in Article VII, a calculation of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included those covenants in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Basereasonable detail), together and that no Default or Event of Default under this Agreement, has occurred or specifying any such Default or Event of Default and what action the Company proposes to take with such supporting documents respect thereto; (including without limitation (ie) to the extent requested by the Required HoldersPromptly after issuance, copies of all bills periodic and special reports and filings the Company makes to or with the Securities and Exchange Commission; (f) Prompt notice of sale any Material Adverse Change; and (g) Within a reasonable time, upon the Bank's request, such other information about the property, financial condition and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy operations of the most recent static pool report with respect to such Receivables Portfolios Company and its Subsidiaries as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes Bank may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The (a) Until the applicable Exercise Date with respect to a Warrant, the Company will maintain, for itself and shall deliver to the Holder of such Warrant one copy of each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investorthe following items: 7.1.1 Within 90 (i) as soon as available but in any event within 30 days after the close end of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including monthly accounting period in each case balance sheets as of fiscal year (other than the end of such periodthird monthly accounting period in each fiscal quarter), unaudited statements of income and statements of cash flows, accompanied by (a) in the case of such statements flows of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such monthly period and consolidated statements of income and a statement of cash flows for the period from the beginning of such the fiscal year to the end of such quartermonth, all certified as to fairness and an unaudited balance sheet of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing as of the Form 10end of such monthly period, setting forth in each case comparisons to the Company’s annual budget and to the corresponding period in the preceding fiscal year, and all such statements shall be prepared in accordance with GAAP, subject to the absence of footnote disclosures and to normal year-Q end adjustments, and shall be certified by the Company with respect to a Company’s Chief Financial Officer; (ii) as soon as available but in any event within 45 days after the end of each fiscal quarter within such 45-day period on in each fiscal year (other than the website fourth fiscal quarter of each year), unaudited statements of income and cash flows of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements Company for such fiscal quarter under this Section 7.1.2 and for the period from the beginning of the fiscal year to the end of such fiscal quarter, and an unaudited balance sheet of the Company as of the end of such fiscal quarter, setting forth in each case comparisons to the Company’s annual budget and to the corresponding period in the preceding fiscal year, and all such statements shall be prepared in accordance with GAAP, subject to the absence of footnote disclosures and to normal year-end adjustments, and shall be certified by the Company’s Chief Financial Officer; (iii) as soon as available but in any event within 90 days after the end of each fiscal year, audited statements of income and cash flows of the Company for such fiscal year, and an audited balance sheet of the Company as of the end of such fiscal year prepared in accordance with GAAP, and accompanied by, with respect to the statements consolidated portions of such statements, an opinion of an independent accounting firm of recognized regional standing selected by the Board and reasonably acceptable to a majority of the Company Investors, together with comparisons to the Company’s annual budget and all of its Subsidiaries).to the preceding fiscal year; 7.1.3 Simultaneously with (iv) accompanying the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 subparagraphs (ii) and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19iii), an Officerofficer’s Certificate certificate stating that there is no Default event in existence that, with notice or the passage of time or both, might become an Event of Default Noncompliance or, if any such event exists, or if any Default or Event of Default exists, stating specifying the nature and status thereof, period of existence thereof and a certificate executed and delivered by the chief executive officer or chief financial officer stating that what actions the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K has taken or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes proposed to take with respect thereto.; 7.1.7 As soon as possible (v) promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company’s operations or financial affairs given to the Company by its independent accountants (and not otherwise contained in any event other materials provided hereunder); and (vi) within 10 days after receipt transmission thereof, copies of all financial statements, proxy statements, reports and any other general written communications that the Company sends to its shareholders and copies of all press releases and other statements made available generally by the Company thereof, a copy of (a) any notice or claim to the effect public concerning material developments in the Company’s business and not otherwise posted on the Company’s external website; provided that any Holder shall be entitled to provide notice to the Company that it elects not to receive copies of the financial statements and other documentation referred to in this Section 12(a); and provided further that the Company or any of shall be entitled to satisfy its Restricted Subsidiaries is or may be liable to any Person as a result obligations under this Section 12(a) through electronic delivery of the release financial statements and other documentation referred to in this Section 12(a) or by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and making such information available through a password-protected website. (b) any notice alleging any violation Each of any federalthe financial statements referred to in subparagraphs (i), state or local environmental, health or safety law or regulation by (iii) and (iv) shall fairly present in all material respects the financial condition of the Company as of the dates and for the periods stated therein, subject in the case of the unaudited financial statements to changes resulting from normal year-end adjustments (none of which would, individually or any of its Restricted Subsidiariesin the aggregate, which, in either case, could reasonably be expected to have a Material Adverse Effect). 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The So long as any Advance remains ---------------------------------- unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, the Company will maintainshall, for itself unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents in writing, deliver to the Banks and each Subsidiarythe Administrative Agent, a system of accounting established and administered in accordance with generally accepted accounting principlesat the Company's sole expense: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each of its fiscal yearsFiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), financial statements prepared in accordance with Agreement Accounting Principles on a (i) the consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets Subsidiaries as at the close end of each such period and Fiscal Quarter, (ii) consolidated statements of income and a statement (iii) consolidated statements of cash flows for the period from the beginning of such fiscal year to the end of such quarterflow, all certified as to fairness of presentation, compliance with Agreement Accounting Principles in each case described in clauses (ii) and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements iii) of the Company and its Restricted Subsidiaries reflecting for such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal Quarter, all adjustments necessary to eliminate in reasonable detail. Such financial statements shall be certified by a Senior Officer of the Company as fairly presenting the financial condition, results of operations, cash flows, accounts operations and other assets and Indebtedness or other liabilities changes in financial position of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are Subsidiaries in compliance accordance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto Generally Accepted Accounting Principles (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the other than any requirement for footnote disclosures), as at such certification of compliance with the Xxxxxxxxdate and for such periods, subject only to normal year-Xxxxx Act under this Section 7.1.4); end accruals and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period.audit adjustments; 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year Fiscal Year, (i) the consolidated balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year, (ii) consolidated statements of income of the Company and its Subsidiaries for such Fiscal Year and (iii) consolidated statements of cash flow of the Company and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Ernst & Young or other independent public accountants of recognized national standing selected by the Company, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date; (c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements which the Company or a copy Subsidiary of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statementCompany may file or be required to file under Sections 13 or 15(d) of the Company for such fiscal year.Securities Exchange Act of 1934; 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Companyd) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty five (305) days Banking Days after the close a Senior Officer of each calendar month, the Company shall provide obtains actual knowledge of the holders existence of Notes any condition or event which constitutes a Default or Event of Default, written notice specifying the nature and period of existence thereof and specifying what action the Company or any of its Subsidiaries is taking or proposes to take with a Borrowing Base Certificate respect thereto; (containing a certification by an Authorized Officer that e) Promptly upon becoming aware of the Receivables Portfolios included occurrence of or forthcoming occurrence of any ERISA Event defined in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation clauses (i) through (vii) or (xi) of the definition thereof involving Title IV or ERISA that could reasonably be expected to result in material liability to the extent requested Company or its Subsidiaries or any ERISA Event that could reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, what action the Company or any of its ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Required HoldersInternal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) With reasonable promptness, copies of all bills (a) each Schedule B (Actuarial Information) to the annual report, if any (Form 5500 Series), filed by the Company or any of sale and purchase agreements evidencing its Current ERISA Affiliates with the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report Internal Revenue Service with respect to each Pension Plan; (b) all notices received by the Company or any of its Current ERISA Affiliates from the sponsor of a Multiemployer Plan to which a Current ERISA Affiliate contributes concerning an ERISA Event defined in clauses (i) through (vii) or (xi) of the definition thereof; and (c) such Receivables Portfolios other documents or governmental reports or filings relating to any Employee Benefit Plan as the Required Holders Administrative Agent shall reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time.request; and 7.1.12 (g) Such other material information (including non-financial information, and including the audit report with respect directly related to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) any Borrower's ability to meet its Obligations hereunder as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed requested by the Company with a government body on an earlier date, then Administrative Agent or the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateMajority Banks.

Financial and Business Information. The Company will maintain, for itself Borrower shall deliver to Agent and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional InvestorLender the following: 7.1.1 Within 90 a. Financial Statements: such data, reports, statements and information, financial or otherwise, as Agent may reasonably request, including, without limitation: (i) within one hundred and twenty (120) days after the close end of each fiscal year of Borrower, consolidated financial statements of Borrower and each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles Subsidiaries for such year on a consolidated basis for itself and its Subsidiariesconsolidating basis, eliminating inter-company transactions, including in each case the balance sheets sheet as of at the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows and income statement for such fiscal year, setting forth in the consolidated statements in comparative form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited and certified on an unqualified basis by independent public accountants of recognized standing, selected by Borrower and reasonably satisfactory to Agent, to have been prepared in accordance with GAAP and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period from covered by the beginning certificate and that such review did not disclose the existence of any condition or event which constitutes a Default or an Event of Default (or if such conditions or events existed, describing them) together with copies of any management letters provided by such accountants to management of Borrower; (ii) within forty-five (45) days after the end of each calendar quarter, the consolidated and consolidating income and cash flow statements of Borrower and its Subsidiaries for such quarter and for the expired portion of the fiscal year to ending with the end of such quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its Borrower's chief financial officer, treasurer or assistant treasurer officer to have been prepared from the books and records of Borrower; and (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously iii) together with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the annual financial statements required under Sections 7.1.1clause (a)(i) above, 7.1.2 and 7.1.3Borrower's annual financial statement projections for the upcoming fiscal year, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) including the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration projected income statements and annual, quarterly, monthly or other regular reports which the Company or any balance sheets of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes Borrower and its counsel of any change in the jurisdiction of organization of the Company or any GuarantorSubsidiaries on a quarter-by-quarter basis. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintainSo long as any Advance ---------------------------------- remains unpaid, or any other Obligation remains unpaid, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, at Borrower's sole expense, deliver to the Administrative Agent for itself and each Subsidiarydistribution by it to the Lenders, a system sufficient number of accounting established and administered in accordance with generally accepted accounting principlescopies for all of the Lenders of the following: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any ----- ---- Fiscal Year), the consolidated balance sheet of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself Borrower and its Subsidiaries, including in each case balance sheets Subsidiaries as of at the end of such period, Fiscal Quarter and the consolidated statements of income operations and statements of cash flowsflows for such Fiscal Quarter, accompanied by (a) in and the case of such statements portion of the Company Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by the chief financial officer of Borrower as fairly presenting the financial condition, results of operations and cash flows of Borrower and its SubsidiariesSubsidiaries in accordance with GAAP (other than footnote disclosures), an audit reportconsistently applied, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within at such 90-day period on the website of the Securities date and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect periods, subject only to the statements of the Company normal year-end accruals and all of its Subsidiaries) and audit adjustments; (b) As soon as practicable, and in any management letter prepared by said accountants. 7.1.2 Within event within 45 days after the close end of each Fiscal Quarter, a Pricing Certificate setting forth a calculation of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the applicable reporting period calculation thereof, which calculations in the case of the fourth Fiscal Quarter in any Fiscal Year shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during material variance in the actual calculation of the Funded Debt Ratio from such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Planpreliminary calculation, a statement, signed by revised Pricing Certificate setting forth the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto.actual calculation thereof; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (ac) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year Fiscal Year, the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, stockholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, consistently applied, and shall be accompanied by a report of Deloitte & Touche LLP or other independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisite Lenders, which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the Company, a copy audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the plan Lenders. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and forecast such report, such accountants have obtained no knowledge of any Default then existing or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.12 through 6.17, have read such Sections (including a projected consolidated balance sheet, income statement the ---- ---- definitions of all defined terms used therein) and funds flow statement) that nothing has come to the attention of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (accountants in the case course of such examination that would cause them to believe that the Company) and 15 days (same were not calculated by Borrower in the case of any Guarantormanner prescribed by this Agreement; (d) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close commencement of each calendar monthFiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the Company shall provide next two succeeding Fiscal Years, including for the holders first such Fiscal Year, --------- projected consolidated balance sheets, statements of Notes operations and statements of cash flow and, for the second and third such Fiscal Years, projected consolidated condensed balance sheets and statements of operations and cash flows of Borrower and its Subsidiaries, all in reasonable detail; (e) Promptly after request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recom mendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (f) Promptly after the same are available, and in any event within five (5) Banking Days after filing with the Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 7.1; --- (g) Promptly after request by the Administrative Agent or any Lender, copies of any other report or other document that was filed by Borrower with any Governmental Agency; (h) Promptly upon a Borrowing Base Certificate Senior Officer becoming aware, and in any event within five (containing a certification by an Authorized Officer that 5) Banking Days after becoming aware, of the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount occurrence of such Borrowing Base), together with such supporting documents (including without limitation any (i) "reportable event" (as such term is defined in Section 4043 of ERISA, but excluding such events as to which the extent requested PBGC has by regulation waived the Required Holders, copies --------- requirement therein contained that it be notified within thirty days of all bills the occurrence of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and such event) or (ii) a copy non-exempt "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the most recent static pool report Code) involving any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (i) As soon as practicable, and in any event within two (2) Banking Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (j) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct a claim against Borrower that is $2,000,000 or more in all material respects by an Authorized Officer excess of the Company). The Company may update amount thereof that is fully covered by insurance, (ii) any creditor under a credit agreement involving Indebtedness of $1,000,000 or more or any lessor under a lease involving aggregate rent of $1,000,000 or more has asserted a default thereunder on the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes part of determining the Borrowing Base at Borrower or, (iii) any time. 7.1.12 Such other information (including non-financial information, and including the audit report Person has commenced a legal proceeding with respect to a claim against Borrower under a contract that is not a credit agreement or material lease with respect to a claim of in excess of $2,000,000 or which otherwise may reasonably be expected to result in a Material Adverse -61- Effect, a written notice describing the following reports pertinent facts relating thereto and evaluations what action Borrower is taking or proposes to take with respect thereto; and (but not the reports or evaluations themselves): the Commercial Finance Examination Reports k) Such other data and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) information as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed requested by the Company with a government body on an earlier dateAdministrative Agent, then any Lender (through the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateAdministrative Agent) or the Requisite Lenders.

Financial and Business Information. The Company will maintain, for itself Parent Guarantor shall deliver to each Purchaser and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 (a) Quarterly Statements — within 60 days after (or such shorter period as is the close earlier of each (x) 15 days greater than the period applicable to the filing of its fiscal years, the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements prepared in accordance with Agreement Accounting Principles are required to be delivered under any Principal Debt Facility or the date on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of which such corresponding financial statements are delivered under any Principal Debt Facility if such delivery occurs earlier than such required delivery date) after the end of such period, statements of income and statements of cash flows, accompanied by (a) each quarterly fiscal period in the case of such statements each fiscal year of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or Parent Guarantor (other independent public accountants reasonably acceptable to than the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a last quarterly fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period fiscal year), duplicate copies of: Agree Limited Partnership Note Purchase Agreement (i) an unaudited consolidated balance sheet of the Parent Guarantor and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to its Subsidiaries as at the end of such quarter, and (ii) unaudited consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to fairness changes resulting from year-end adjustments; (b) Annual Statements — within 105 days (or such shorter period as is the earlier of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as x) 15 days greater than the Company is a reporting company, period applicable to the filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period Parent Guarantor’s Annual Report on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or (the “Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance K”) with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (iiy) a list setting forth the names of each of date by which such financial statements are required to be delivered under any Principal Debt Facility or the Unrestricted Subsidiaries (date on which such corresponding financial statements are delivered under any Principal Debt Facility if anysuch delivery occurs earlier than such required delivery date) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of the CompanyParent Guarantor, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year.duplicate copies of 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to a consolidated balance sheet of the extent requested by Parent Guarantor and its Subsidiaries as at the Required Holdersend of such year, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and and (ii) a copy consolidated statements of operations and comprehensive income, changes in stockholders’ equity and cash flows of the most recent static pool report with respect to Parent Guarantor and its Subsidiaries for such Receivables Portfolios as year, setting forth in each case in comparative form the Required Holders reasonably deem desirablefigures for the previous fiscal year, all certified in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as being true and correct to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects by an Authorized Officer respects, the financial position of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly companies being reported upon and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes their results of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial informationoperations and cash flows and have been prepared in conformity with GAAP, and including that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit report with respect to provides a reasonable basis for such opinion in the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.circumstances; Agree Limited Partnership Note Purchase Agreement

Financial and Business Information. The So long as any Advance remains unpaid, or any other Obligation (other than indemnity obligations for which no claim has been made) remains unpaid or unperformed, or any portion of the Commitment remains in force, the Company will maintainshall, for itself unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents in writing, deliver to the Banks and each Subsidiarythe Administrative Agent, a system of accounting established and administered in accordance with generally accepted accounting principlesat the Company’s sole expense: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each of its fiscal yearsFiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), financial statements prepared in accordance with Agreement Accounting Principles on a (i) the consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets Subsidiaries as at the close end of each such period and Fiscal Quarter, (ii) consolidated statements of income and a statement (iii) consolidated statements of cash flows for the period from the beginning of such fiscal year to the end of such quarterflow, all certified as to fairness of presentation, compliance with Agreement Accounting Principles in each case described in clauses (ii) and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements iii) of the Company and its Restricted Subsidiaries reflecting for such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal Quarter, all adjustments necessary to eliminate in reasonable detail. Such financial statements shall be certified by a Senior Officer of the Company as fairly presenting the financial condition, results of operations, cash flows, accounts operations and other assets and Indebtedness or other liabilities changes in financial position of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are Subsidiaries in compliance accordance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto Generally Accepted Accounting Principles (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the other than any requirement for footnote disclosures), as at such certification of compliance with the Xxxxxxxxdate and for such periods, subject only to normal year-Xxxxx Act under this Section 7.1.4); end accruals and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period.audit adjustments; 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year Fiscal Year, (i) the consolidated balance sheets of the Company and its Subsidiaries as at the end of such Fiscal Year, (ii) consolidated statements of income of the Company and its Subsidiaries for such Fiscal Year and (iii) consolidated statements of cash flow of the Company and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of Ernst & Young or other independent public accountants of recognized national standing selected by the Company, a copy which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date; (c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the plan Company generally, and forecast (including copies of all annual, regular, periodic, current and special reports and registration statements which the Company or a projected consolidated balance sheet, income statement and funds flow statementSubsidiary of the Company may file or be required to file under Sections 13 or 15(d) of the Company for such fiscal year.Securities Exchange Act of 1934; 7.1.10 As soon as possible(d) Promptly, and in any event within 3 Business five (5) Banking Days (in the case after a Senior Officer of the Company) and 15 days (in Company obtains actual knowledge of the case existence of any Guarantor) after condition or event which constitutes a Default or Event of Default, written notice specifying the occurrence thereof, a reasonably detailed notification to each holder nature and period of Notes existence thereof and its counsel of any change in the jurisdiction of organization of specifying what action the Company or any Guarantor.of its Subsidiaries is taking or proposes to take with respect thereto; 7.1.11 As soon (e) Promptly upon becoming aware of the occurrence of any ERISA Event defined in clauses (i) through (vii) or (xi) of the definition thereof involving Title IV of ERISA that could reasonably be expected to result in material liability to the Company or its Subsidiaries or any ERISA Event that could reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, what action the Company or any of its ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) With reasonable promptness, copies of (a) each Schedule SB (Actuarial Information) to the annual report, if any (Form 5500 Series), filed by the Company or any of its Current ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan following the Administrative Agent’s request; (b) all notices received by the Company or any of its Current ERISA Affiliates from the sponsor of a Multiemployer Plan to which a Current ERISA Affiliate contributes concerning an ERISA Event defined in clauses (i) through (vii) or (xi) of the definition thereof following the receipt thereof; and (c) such other documents or governmental reports or filings relating to any Employee Benefit Plan as practicablethe Administrative Agent shall reasonably request; and (g) Such other material information related to any Borrower’s ability to meet its Obligations hereunder as from time to time may be reasonably requested by the Administrative Agent or the Majority Banks. Documents required to be delivered pursuant to Section 7.1 (to the extent any such documents are included in materials otherwise filed with or furnished to the Securities and Exchange Commission and available to the public may be delivered electronically and if so delivered), shall be deemed to have been delivered for all purposes of this Agreement on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 13.7; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website (including, without limitation, the XXXXX System), if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level have no responsibility to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed monitor compliance by the Company with a government body on an earlier dateany such request for delivery, then the information required hereunder and each Bank shall be furnished by no later than 5 Business Days after solely responsible for requesting delivery to it or maintaining its copies of such earlier datedocuments.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Borrowers shall deliver to each holder of Notes that is an Institutional InvestorLender ---------------------------------- the following: 7.1.1 Within 90 (a) Financial Statements and Collateral Reports: such data, reports, ------------------------------------------- statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation: (i) within ninety (90) days after the close end of each fiscal year of its fiscal yearsBorrowers, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis deliver to Lender, Financial Statements of Borrowers for itself and its Subsidiaries, such year including in each case the balance sheets sheet of Borrowers as of at the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows and income statement for the period from the beginning of such fiscal year to year, all on a consolidated and consolidating basis, setting forth in the consolidated statements in comparative form, the corresponding figures as at the end of such quarterand for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited and certified as by independent public accountants of recognized standing, selected by Borrowers and reasonably satisfactory to fairness of presentationthe Lender, to have been prepared in accordance with GAAP, and such independent public accountants shall also provide an unqualified opinion that the Financial Statements present fairly the Borrowers' financial condition. Such independent accountants shall also provide a statement certifying that nothing has come to their attention to cause them to believe that calculations contained in the compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer certificate are inaccurate. (provided that so long as the Company is a reporting company, filing ii) within fifteen (15) days of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing end of each set calendar month, deliver to Lender, Borrowers' receivables aging report which shall include an aging summary of consolidated financial statements referred each Borrower's entire lease portfolio, including the Leases and a complete aging report for all Leases pledged to in Sections 7.1.1 Lender, along with a covenant compliance certificate, and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary a report certifying that each Lease constituting Specific Lease Collateral continues to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, be an Officer’s Certificate stating that no Default or Event of Default existsEligible Lease, or if any Default this is not the case, identifying those Leases which have become Defaulted Leases and what arrangements have been made to prepay the corresponding Term Loan or Event of Default existssubstitute the Defaulted Lease(s), stating the nature and status thereofas required by Section 2.7(c) above, and a certificate executed and delivered such other reports as Lender reasonably deems necessary, certified by the chief executive officer or Borrowers' chief financial officer stating that the Company as true and each of its principal officers are correct, all in compliance with all requirements of Section 302 form and Section 906 of the Xxxxxxxxsubstance reasonably satisfactory to Lender; and (iii) within forty-Xxxxx Act of 2002 and all rules and regulations related thereto five (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii45) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of the Companyquarter, a copy of the plan deliver to Lender Borrowers' internally prepared quarterly consolidated and forecast (consolidating Financial Statements, including a projected consolidated balance sheet, income statement and funds flow statement) statements of the Company for such fiscal yearcash flows. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 days UMB as soon as reasonably available after the close end of each fiscal year, but in no event later than 120 days following the end of its fiscal yearsyear, its audited consolidated financial statements prepared in accordance with Agreement Accounting Principles on without qualification including, at a consolidated basis for itself and its Subsidiariesminimum, including in each case a balance sheets as of the end of such periodsheet, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income stockholders' equity and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarteryear, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to fairness of presentation, compliance with Agreement be certified by the Chief Financial Officer or Chief Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing Officer of the Form 10-Q by Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the Company with respect to a fiscal quarter within such 45-day period on foregoing, in the website event applicable regulations of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy prohibit the requirement for certified quarterly consolidated disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for such fiscal monthly financial statements no later than 45 days following the end of each calendar quarter under this Section 7.1.2 with respect to the statements of the Company Borrower. The Borrower further agrees to at all times keep accurate and all complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries). 7.1.3 Simultaneously ' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the delivery or filing Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after he end of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 abovecalendar month, the related consolidating financial statements Borrower will furnish to UMB a certificate of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate Chief Financial Officer or the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing Chief Accounting Officer of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations necessary required to determine establish whether the Borrower was in compliance with the requirements of Sections 10.15.5, 10.35.6 and 5.7 on the date of such financial statements and (ii) stating, 10.4to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, 10.5whether there exists on the date of such certificate any Event of Default, 10.12regardless of whether any required notice has been given, 10.13and, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or if any Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event details thereof and the action which the Company Borrower is taking or proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintaindeliver to the Holder of the Warrant or a holder of Warrant Shares (other than a holder who acquires such Warrant Shares after the same have been publicly sold pursuant to a registration statement under the 1933 Act or acquires such Warrant Shares in a transaction pursuant to Rule 144) one copy of each of the following items: (a) as soon as available, and in any event within forty-five (45) days after the end of each quarterly period (other than the last quarterly period) in each financial year unaudited interim consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such period and the related consolidated (and, as to statements of income and changes in financial positions, consolidating) statements of income cash flow, stockholders equity and changes in financial position of the Company and its Subsidiaries as at the end of and for itself such period and for that part of the fiscal year ending with such quarterly period, setting forth in each Subsidiarycase in comparative form the corresponding figures for and as at the end of the corresponding period of the preceding fiscal year, all in reasonable detail and certified by a system principal financial officer of accounting established and administered the Company, as prepared in accordance with generally accepted accounting principlesprinciples consistently applied (subject to year and adjustments and the absence of footnotes), and furnish to each holder fairly presenting the consolidated and (where applicable) consolidating financial position and results of Notes that is an Institutional Investor: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements operations of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements Subsidiaries for such fiscal year under this Section 7.1.1 periods together with respect to the statements of the Company and all of its Subsidiaries) and unaudited consolidating schedules. (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of the Company, a copy of the plan consolidated and forecast (including a projected consolidated consolidating balance sheet, income statement and funds flow statement) sheets of the Company and its Subsidiaries as at the end of such year and the related consolidated (and, as to statements of income and changes in financial position, consolidating) statements of income, stockholders' equity and changes in financial position of the Company and its Subsidiaries for such fiscal year. 7.1.10 As soon as possible, setting forth in each case in comparative form the consolidated and (where applicable) consolidating figures for the previous fiscal year, all in any event within 3 Business Days reasonable detail and (i) in the case of such consolidated financial statements, accompanied by a report thereon of independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in such report) and 15 days that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and (ii) in the case of any Guarantorsuch consolidating financial statements, certified by a principal financial officer of the Company as presenting fairly, in accordance with generally accepted accounting principles applied (except as specifically set forth therein) after on a basis consistent with such prior fiscal periods, the occurrence information contained therein; (c) promptly upon receipt thereof, a reasonably detailed notification copies of all final reports submitted to the Company by independent public accountants in connection with each holder annual, interim or special audit of Notes and its counsel of any change in the jurisdiction of organization books of the Company or any Guarantor.of its Subsidiaries made by such accountants, including, without limitation, the comment letter submitted by such accountants to management in connection with their annual audit; 7.1.11 As soon as practicable(d) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent or made available generally by the Company to its public security holders or by any Subsidiary of the Company to security holders of such Subsidiary other than the Company or another Subsidiary of the Company, of all regular and periodic reports and all registration statements and prospectuses filed by the Company or any Subsidiary of the Company with any exchange commission or any governmental authority succeeding to any of its functions, and of all press releases and other statements made available generally by the Company or any Subsidiary of the Company to the public concerning material developments in the business of the Company or any event of its Subsidiaries; (e) within thirty ten (3010) days after the close filing of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) any amendment to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer charter of the Company). The Company may update , a copy thereof and any related statements of classification and certificates relating to any equity security of the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time.Company; and 7.1.12 Such (f) with reasonable promptness, such other information (including non-financial information, and including the audit report with respect relating to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations affairs of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) Company or management as any such holder of Notes may may, from time to time time, reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, or any other Obligation (other than indemnity obligations for itself which no claim has been made) remains unpaid or unperformed, or any portion of the Commitments remains in force, the Borrower shall, unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents in writing, deliver to the Banks and each Subsidiarythe Administrative Agent, a system of accounting established and administered in accordance with generally accepted accounting principlesat the Borrower’s sole expense: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheets of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself the Borrower and its Subsidiaries, including in each case balance sheets Subsidiaries as of at the end of such periodFiscal Quarter, statements of income and statements of cash flows, accompanied by (aii) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement (iii) consolidated statements of cash flows for the period from the beginning of such fiscal year to the end of such quarterflow, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of in each set of consolidated financial statements referred to case described in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and clauses (ii) a list setting forth the names and (iii) of each this Section 7.1(a) of the Unrestricted Borrower and its Subsidiaries (if any) as for such Fiscal Quarter and for the portion of the last day Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of the applicable reporting period Borrower as fairly presenting the financial condition, results of operations and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and changes in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer position of the CompanyBorrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than any requirement for footnote disclosures), describing said Reportable Event as at such date and the action which the Company proposes for such periods, subject only to take with respect thereto.normal year-end accruals and audit adjustments; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year Fiscal Year, (i) the consolidated balance sheets of the CompanyBorrower and its Subsidiaries as at the end of such Fiscal Year, a copy (ii) consolidated statements of income of the plan Borrower and forecast its Subsidiaries for such Fiscal Year and (including a projected iii) consolidated statements of cash flow of the Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, and such consolidated balance sheetsheet and consolidated statements shall be accompanied by a report and opinion of Xxxxx & Xxxxx or other independent public accountants of recognized national standing selected by the Borrower, income which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date; (c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Borrower generally, and funds flow statementcopies of all annual, regular, periodic, current and special reports and registration statements which the Borrower or a Subsidiary of the Borrower may file or be required to file under Sections 13 or 15(d) of the Company for such fiscal year.Securities Exchange Act of 1934; 7.1.10 As soon as possible(d) Promptly, and in any event within 3 Business five (5) Banking Days (in the case after a Senior Officer of the Company) and 15 days (in Borrower obtains actual knowledge of the case existence of any Guarantorcondition or event which constitutes a Default or Event of Default, written notice specifying the nature and period of existence thereof and specifying what action the Borrower or any of its Subsidiaries is taking or proposes to take with respect thereto; (e) after Promptly upon becoming aware of the occurrence of any ERISA Event defined in clauses (i) through (vii) or (xi) of the definition thereof involving Title IV of ERISA that could reasonably be expected to result in material liability to the Borrower or its Subsidiaries or any ERISA Event that could reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, a reasonably detailed notification what action the Borrower or any of its ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (f) With reasonable promptness, copies of (a) each Schedule SB (Actuarial Information) to the annual report, if any (Form 5500 Series), filed by the Borrower or any of its Current ERISA Affiliates with the Internal Revenue Service with respect to each holder Pension Plan following the Administrative Agent’s request; (b) all notices received by the Borrower or any of Notes and its counsel Current ERISA Affiliates from the sponsor of any change a Multiemployer Plan concerning an ERISA Event defined in the jurisdiction of organization clauses (i) through (vii) or (xi) of the Company definition thereof following the receipt thereof; and (c) such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request; (g) promptly following any reasonable request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Guarantor.Bank for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation; and 7.1.11 As soon (h) Such other material information related to the Borrower’s ability to meet its Obligations hereunder as practicablefrom time to time may be reasonably requested by the Administrative Agent or the Majority Banks. Documents required to be delivered pursuant to Section 7.1 (to the extent any such documents are included in materials otherwise filed with or furnished to the Securities and Exchange Commission and available to the public may be delivered electronically and if so delivered), shall be deemed to have been delivered for all purposes of this Agreement on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 13.7; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website (including, without limitation, the XXXXX System), if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event within thirty (30) days after shall have no responsibility to monitor compliance by the close of Borrower with any such request for delivery, and each calendar month, the Company Bank shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level be solely responsible for requesting delivery to support the amount it or maintaining its copies of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any timedocuments. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintain, for itself Borrowers shall deliver to Lender the following (all to be in form and each Subsidiary, a system of accounting established substance satisfactory to Lender): (a) Financial Statements and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional InvestorReports: 7.1.1 Within 90 (i) as soon as available, but in any event within ninety (90) days after the close end of each fiscal year of its fiscal yearsParent, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis of Parent for itself and its Subsidiariessuch year which present fairly Parent’s financial condition, including in each case the balance sheets sheet as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website and a statement of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal yearsoperations, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning and a statement of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements stockholder equity for such fiscal quarter under this Section 7.1.2 year, all on a consolidated basis and accompanied by consolidating schedules, prepared in accordance with respect GAAP, and audited by an independent certified public accounting firm of recognized standing selected by Parent and reasonably satisfactory to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously Lender, together with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of an unqualified opinion on the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for from such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and accounting firm; (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and available, but in any event within 10 forty-five (45) days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal quarter of Parent, internally prepared financial statements of Parent for such quarter, along with year to date information and comparative information from the same periods of the Companypreceding fiscal year, a copy of the plan and forecast (which present fairly Parent’s financial condition, including a projected consolidated balance sheet, income statement of operations, statement of cash flows and funds flow statementstatement of stockholder equity, all on a consolidated basis and accompanied by consolidating schedules, prepared in accordance with GAAP; (iii) of the Company for such fiscal year. 7.1.10 As as soon as possibleavailable, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and but in any event within thirty (30) days after the close end of each calendar month, internally prepared financial statements of Borrowers for such month, along with year to date information and comparative information from the Company shall provide same periods of the holders preceding fiscal year, which present fairly Borrowers’ financial condition, including balance sheet, statement of Notes operations and statement of member equity, prepared in accordance with GAAP (subject to absence of footnotes); (iv) as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter of Borrowers, a Compliance Certificate; (v) as soon as available, but in any event within thirty (30) days after the end of each month, a Borrowing Base Certificate Report; (containing a certification by an Authorized Officer that vi) as soon as available, but in any event within ninety (90) days after the Receivables Portfolios included in end of each fiscal year of Borrowers, financial projections of Borrowers for the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base)then current fiscal year, together with an explanation of the assumptions used to forecast such supporting documents financial projections; (including without limitation vii) daily, electronic copies of all broker statements of Borrowers indicating all activities with respect to Hedging Accounts; (iviii) to the extent requested by the Required Holdersas soon as available, but in any event within thirty (30) days after any third party grain warehouse examination, copies of all bills reports related to such examination; and (ix) such other data, reports, statements and information (financial or otherwise) as Lender may reasonably request. (b) Notice of sale and purchase agreements evidencing the acquisition Event of Receivables Portfolios included in the Borrowing Base, and (ii) a copy Default - promptly upon becoming aware of the most recent static pool report existence of any condition or event which constitutes an Event of Default or Unmatured Event of Default under this Agreement, a written notice specifying the nature and period of existence thereof and what action Borrowers are taking (and proposes to take) with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any timethereto. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Each Borrower shall deliver or cause to each holder of Notes that is an Institutional Investorbe delivered to Lender the following: 7.1.1 Within 90 days after the close of each of its fiscal yearsa. Financial Statements and Collateral Reports: such data, reports, statements and information, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiariesor otherwise, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants Lender may reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SECrequest, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto.: 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statementa) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within Within thirty (30) days after the close end of each calendar monthFiscal Month, financial information regarding the Company shall provide Borrowers, certified by the holders Chief Financial Officer of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performingParent, in the aggregate, at a sufficient level to support the amount consisting of such Borrowing Base), together with such supporting documents (including without limitation consolidated (i) to unaudited balance sheets as of the extent requested by close of such Fiscal Month and the Required Holders, copies related statements of all bills income and cash flows for that portion of sale and purchase agreements evidencing the acquisition Fiscal Year ending as of Receivables Portfolios included in the Borrowing Base, close of such Fiscal Month; and (ii) a copy unaudited statements of income and cash flows for such Fiscal Month, setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP (subject to normal year-end adjustments). (b) Within forty five (45) days after the end of each Fiscal Quarter, financial information regarding Parent and its consolidated subsidiaries, certified by the Chief Financial Officer of Parent, consisting of consolidated (i) unaudited balance sheets as of the most recent static pool report with respect to close of such Receivables Portfolios Fiscal Quarter and the related statements of income and cash flows for that portion of the Fiscal Year ending as of the Required Holders reasonably deem desirableclose of such Fiscal Quarter; (ii) unaudited statements of income and cash flows for such Fiscal Quarter, setting forth in comparative form the figures for the corresponding period in the prior year and on a trailing twelve month basis, and (iii) including an income statement for Parent on a consolidated basis by business segment as currently reported by Parent, all prepared in accordance with GAAP (subject to normal year-end adjustments). (c) Within forty five (45) days after the end of each Fiscal Quarter, the actual results of operations of Borrowers for the Fiscal Quarter and on a trailing twelve (12) month basis, compared to the Projections for such Fiscal Quarter and the twelve (12) month period. ii. Within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Parent and its Subsidiaries on a consolidated basis, consisting of balance sheets, cash flow statements and statements (including statements on a business segment basis) of income and retained earnings and, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified as being true and correct in all material respects without qualification, by an Authorized Officer independent certified public accounting firm of national standing and acceptable to Lender. iii. within twenty (20) days of filing, but in no event more than fifteen (15) days after the last permitted extension for filing without penalty, each Borrower shall provide Lender with signed federal tax returns. iv. Within ninety (90) days after the end of each Fiscal Year, three years projections for each Borrower, prepared by Borrowers in light of the Companypast operations of its businesses, but including future payments of known contingent liabilities, prepared on a quarterly basis for the next fiscal year and annually for the following two years (“Projections”). The Company may update Projections shall be based upon the same accounting principles as those used in the preparation of the financial statements described above and the estimates and assumptions stated therein, all of which Borrowers believe to be reasonable and fair in light of current conditions and current facts known to Borrowers and, reflect Borrowers’ good faith and reasonable estimates of the future financial performance of Borrower for the period set forth therein. v. Within fifteen (15) days after the end of each Fiscal Month a Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate Certificate, which shall be the applicable Borrowing Base Certificate for purposes include detailed reporting as to eligibility of determining the Borrowing Base at any timeSBA(7)a Loan Receivables. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Parent Guarantor shall deliver to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 (a) Quarterly Statements — within 60 days after (or such shorter period as is the close earlier of each (x) 15 days greater than the period applicable to the filing of its fiscal years, the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements prepared in accordance with Agreement Accounting Principles are required to be delivered under any Principal Debt Facility or the date on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of which such corresponding financial statements are delivered under any Principal Debt Facility if such delivery occurs earlier than such required delivery date) after the end of such period, statements of income and statements of cash flows, accompanied by (a) each quarterly fiscal period in the case of such statements each fiscal year of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or Parent Guarantor (other independent public accountants reasonably acceptable to than the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a last quarterly fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period fiscal year), duplicate copies of: (i) an unaudited consolidated balance sheet of the Parent Guarantor and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to its Subsidiaries as at the end of such quarter, and (ii) unaudited consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to fairness changes resulting from year-end adjustments; (b) Annual Statements — within 105 days (or such shorter period as is the earlier of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as x) 15 days greater than the Company is a reporting company, period applicable to the filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period Parent Guarantor’s Annual Report on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or (the “Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance K”) with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (iiy) a list setting forth the names of each of date by which such financial statements are required to be delivered under any Principal Debt Facility or the Unrestricted Subsidiaries (date on which such corresponding financial statements are delivered under any Principal Debt Facility if anysuch delivery occurs earlier than such required delivery date) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of the CompanyParent Guarantor, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year.duplicate copies of 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to a consolidated balance sheet of the extent requested by Parent Guarantor and its Subsidiaries as at the Required Holders, copies end of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Basesuch year, and Agree Limited Partnership Note Purchase Agreement (ii) a copy consolidated statements of operations and comprehensive income, changes in stockholders’ equity and cash flows of the most recent static pool report with respect to Parent Guarantor and its Subsidiaries for such Receivables Portfolios as year, setting forth in each case in comparative form the Required Holders reasonably deem desirablefigures for the previous fiscal year, all certified in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as being true and correct to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects by an Authorized Officer respects, the financial position of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly companies being reported upon and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes their results of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial informationoperations and cash flows and have been prepared in conformity with GAAP, and including that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit report with respect to provides a reasonable basis for such opinion in the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.circumstances;

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Constituent Companies shall deliver to each holder of Notes a Note that is an Institutional Investor: 7.1.1 Within 90 (a) Quarterly Statements — within 45 days after (or such shorter period as is the close earlier of each (x) 15 days greater than the period applicable to the filing of its fiscal years, the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of are required to be delivered under any Material Credit Facility) after the end of such period, statements of income and statements of cash flows, accompanied by (a) each quarterly fiscal period in the case of such statements each fiscal year of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or Parent Guarantor (other independent public accountants reasonably acceptable to than the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a last quarterly fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period fiscal year), duplicate copies of, (1) a consolidated balance sheet of the Parent Guarantor and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to its Subsidiaries as at the end of such quarter, and (2) consolidated statements of income and comprehensive income, changes in equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to fairness changes resulting from year-end adjustments; (b) Annual Statements — within 90 days (or such shorter period as is the earlier of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as x) 30 days greater than the Company is a reporting company, period applicable to the filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period Parent Guarantor’s Annual Report on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or (the “Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance K”) with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (iiy) a list setting forth the names of each of the Unrestricted Subsidiaries (if anydate by which such financial statements are required to be delivered under any Material Credit Facility) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of the CompanyParent Guarantor, duplicate copies of, (1) a copy consolidated balance sheet of the plan Parent Guarantor and forecast its Subsidiaries as at the end of such year, and (including 2) consolidated statements of income and comprehensive income, changes in equity and cash flows of the Parent Guarantor and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a projected consolidated balance sheet, income statement “going concern” or similar qualification or exception and funds flow statementwithout any qualification or exception as to the scope of the audit on which such opinion is based) of the Company for independent public accountants of recognized national standing, which opinion shall state that such fiscal year. 7.1.10 As soon as possiblefinancial statements present fairly, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer respects, the financial position of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly companies being reported upon and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes their results of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial informationoperations and cash flows and have been prepared in conformity with GAAP, and including that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit report with respect to provides a reasonable basis for such opinion in the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.circumstances;

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Deliver to each holder of Notes that is an Institutional Investorthe Bank: 7.1.1 (a) Within 90 forty-five (45) days after the close of each of its fiscal yearsthe first three Fiscal Quarters of each Fiscal Year of the Borrower and HB Service, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself balance sheet of each of the Borrower and its Subsidiaries and HB Service and its Subsidiaries, including separately and on a combined basis, in each case balance sheets as of the end close of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period Fiscal Quarter and consolidated statements of income and a statement of cash flows for each of the period from Borrower and its Subsidiaries and HB Service and its Subsidiaries, separately and on a combined basis, in each case for the beginning Fiscal Quarter then ended and for that portion of such fiscal year to the end of such quarterFiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with that of the preceding period or containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the period, subject only to audit and year-end adjustments, and certified by the Borrower’s and/or HB Service’s, as to fairness of presentationthe case may be, compliance with Agreement Accounting Principles and consistency by its president or chief financial officer, treasurer or assistant treasurer officer to be true and accurate; (provided that so long as b) Within one hundred twenty (120) days after the Company is a reporting company, filing close of each Fiscal Year of the Form 10-Q by Borrower and HB Service (including the Company Fiscal Year ending December 31, 2007, except with respect to HB Service and its Subsidiaries), an audited consolidated balance sheet of each of the Borrower and its Subsidiaries, and HB Service and its Subsidiaries, separately, in each case as of the close of such Fiscal Year and audited consolidated statements of income and cash flows for each of the Borrower and its Subsidiaries and HB Service and its Subsidiaries, separately and on a fiscal quarter within such 45-day period combined basis, in each case for the Fiscal Year then ended, including the notes to each, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, each prepared by an independent certified public accountant reasonably acceptable to the Bank, in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the website financial position or results of operation of any change in the Securities application of accounting principles and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy practices during the requirement for year, and each accompanied by a report thereon by such certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 public accountant containing an opinion that is not qualified with respect to scope limitations imposed by the statements of Borrower or HB Service, as the Company and all of case may be, or its Subsidiaries).respective Subsidiaries or with respect to accounting principles followed by such entity or its Subsidiaries not in accordance with GAAP; 7.1.3 Simultaneously (c) Concurrently with the delivery or filing of each set of consolidated the financial statements referred to described in Sections 7.1.1 and 7.1.2 subsection (b) above, a certificate addressed to the related consolidating Bank from the independent certified public accountant certifying (i) that in making its audit of the financial statements of the Company Borrower and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operationsor HB Service and its Subsidiaries, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing case may be, it obtained no knowledge of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer occurrence or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event existence of Default exists, or if any Default or Event of Default existsunder this Agreement, stating or specifying the nature and status thereofperiod of existence of any such Default or Event of Default; provided, and a certificate executed and delivered however, that such accountant shall not be liable to anyone by the chief executive officer or chief financial officer stating that the Company and each reason of its principal officers are in compliance with all requirements failure to obtain knowledge of Section 302 and Section 906 any such Default or Event of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided Default that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 would not be disclosed in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification course of compliance an audit conducted in accordance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); generally accepted auditing standards and (ii) a list setting forth as to the names of each aggregate Consolidated EBITDA of the Unrestricted Subsidiaries Borrower and HB Service for the Fiscal Year then ended and the Borrower’s compliance with the financial covenants set forth in Article VI hereof; (if anyd) Concurrently with the delivery of the financial statements described in subsections (a) and (b) above, a Compliance Certificate with respect to the period covered by the financial statements being delivered thereunder together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as of the last day of the applicable reporting period and covered by such financial statements, executed by the president or chief financial officer of the Borrower; (e) Prompt notice of any new Subsidiary Material Adverse Change; and (whether f) Within a Restricted Subsidiary or reasonable time, upon the Bank’s request, such other information about the property, financial condition and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer operations of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes Borrower and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios Subsidiaries as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes Bank may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish Each Borrower shall deliver or cause to each holder of Notes that is an Institutional Investorbe delivered to Lender the following: 7.1.1 Within 90 days after the close of each of its fiscal yearsa. Financial Statements and Collateral Reports: such data, reports, statements and information, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiariesor otherwise, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants Lender may reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SECrequest, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto.: 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event i. within thirty (30) days after the close end of each calendar month of Borrowers, the consolidated and consolidating income and cash flow statements of each Borrower and its Subsidiaries for such month and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating balance sheet of each Borrower and its Subsidiaries as at the end of such month, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, in reasonable detail and certified by Borrowing Agent’s chief financial officer to have been prepared from the books and records of Borrowers; ii. within ninety (90) days after the end of each fiscal year of each Borrower, the consolidated and consolidating income and cash flow statements of each Borrower and its Subsidiaries for such year, and the consolidated and consolidating balance sheet of each Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and prepared by an independent public accounting firm acceptable to Lender, and unqualifiedly certified to have been prepared in accordance with GAAP, together with copies of any management letters provided by such accountants to management of Borrowers; iii. within (1) twenty (20) days of the end of each calendar month, the Company shall provide the holders each Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports, a listing of Notes with ineligible Accounts and Inventory, reconciliations and a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performingborrowing base certificate, in the aggregate, at a sufficient level to support the amount form of such Borrowing Base), together with such supporting documents Exhibit “B” attached hereto and made part hereof (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the “Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections ScoreCertificate”) as any holder of Notes such Exhibit may change from time to time at Lender’s permitted discretion, and such other reports as Lender reasonably requestdeems necessary, certified by Borrowing Agent’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Lender and (2) on or before Tuesday of each week an updated sales journal setting forth in reasonable detail Borrowers’ sales for, and as of the end of, the prior week; and iv. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier datethirty (30) days prior to the end of each fiscal year, Borrowers’ annual consolidated and consolidating financial statement projections for the upcoming fiscal year and including, without limitation, a balance sheet, income statement and cash flow statement and projected borrowing availability under the Revolving Credit, all shown on a monthly basis. Such projections shall be consistent in format with the historical financial statements and shall include disclosure of all significant assumptions used in preparing the projections.

Financial and Business Information. The Company will maintainSo long as any Loan remains unpaid, for itself and each Subsidiaryany Letter of Credit remains outstanding, a system any other Obligation remains unpaid, or any portion of accounting established and administered the Commitment remain in accordance with generally accepted accounting principlesforce, and furnish the Borrowers shall, unless the Requisite Lenders otherwise consent in writing, deliver to each holder of Notes that is an Institutional Investorthe Administrative Agent, at their sole expense: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in Not later than the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-20th day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3calendar month, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s completed Borrowing Base Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Borrowing Base as of the last day Business Day of the applicable reporting period immediately preceding calendar month, together with an accounts receivable aging report and of inventory listing in form and substance acceptable to the Administrative Agent together with any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed supporting materials requested by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto.Administrative Agent; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 20 days after the beginning end of each fiscal year of calendar month, (i) the Company, a copy of the plan consolidated and forecast (including a projected consolidated consolidating balance sheet, income statement and funds flow statement) sheet of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel Subsidiaries at the end of any change in the jurisdiction such calendar month, (ii) consolidated and consolidating statements of organization income and statement of cash flows of the Company or and its Subsidiaries for that calendar month and for the portion of the Fiscal Year then ended, (iii) a comparison of the income statements for such calendar month with the applicable Projections, and with the corresponding financial statements as of the end of the same fiscal period during the immediately preceding Fiscal Year, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of the Company as fairly presenting the financial condition, results of operations and changes in financial position of the Company and its Subsidiaries, and shall be prepared and presented in accordance with Generally Accepted Accounting Principles (other than any Guarantor.requirement for footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; 7.1.11 (c) As soon as practicable, and in any event within thirty (30) 120 days after the close end of each calendar monthFiscal Year, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) the audited combined balance sheet and statement of income and cash flows of the Company and its Subsidiaries prepared and presented in accordance with Generally Accepted Accounting Principles, consistently applied, and accompanied by (A) a report and opinion of Pannell, Kerr & Forster or another firm of independent public xxxxxxxanxx xf rxxxxxxxed national standing selected by the Borrowers and reasonably satisfactory to the Requisite Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception which the Requisite Lenders determine is unacceptable and (B) a management letter from Borrowers' auditors to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Baseissued, and (ii) the unaudited company-prepared consolidating/combining balance sheets and statements of income and cash flows for the Company and its Subsidiaries; (d) As soon as practicable, and in any event no later than 30 days prior to the commencement of each Fiscal Year, a copy business plan and projections by calendar month for that Fiscal Year and by Fiscal Year for each of the most recent static pool following Fiscal Years through the Maturity Date, all in form and detail reasonably satisfactory to the Administrative Agent; (e) Promptly and in any event within five Business Days following receipt thereof, copies of any detailed audit reports or recommendations submitted to the Borrowers or their Subsidiaries by independent accountants in connection with the accounts or books of the Borrowers or any of their Subsidiaries, or any audit of any of them; (f) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Borrowers, and copies of all annual, regular, periodic and special reports and registration statements which the Borrowers may file or be required to file under Sections 13 or 15(d) of the Securities Exchange Act of 1934; (g) Promptly after request by the Requisite Lenders submitted through the Administrative Agent, copies of any other specific report or other document that was filed by either any of the Borrowers or any Subsidiary of a Borrower with any Governmental Agency; (h) Promptly upon a Responsible Official of any of the Borrowers becoming aware, and in any event within ten Business Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, written notice specifying the nature thereof and specifying what action the Borrowers or any of their Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (i) As soon as practicable, and in any event within two Business Days after a Responsible Official of any of the Borrowers becomes aware of the existence of any condition or event which constitutes a Default, written notice specifying the nature and period of existence thereof and specifying what action Borrowers are taking or propose to take with respect thereto; (j) Promptly upon a Responsible Official of any of the Borrowers becoming aware that (i) any Person commenced a legal proceeding with respect to such Receivables Portfolios as a claim against the Required Holders reasonably deem desirable, all certified as being true and correct Company or any of its Subsidiaries that is stated to be $1,000,000 or more in all material respects by an Authorized Officer excess of the Companyamount thereof that is believed by such Responsible Official to be fully covered by insurance (subject to customary deductibles and retentions). The , (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder 62- on the part of the Company may update or any of its Subsidiaries, and, in the Borrowing Base Certificate more frequently than monthly and case of a lease, such default has not been cured or rescinded within any applicable cure period under the most recently delivered Borrowing Base Certificate shall be the lease or applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at Laws, (iii) any time. 7.1.12 Such other information (including non-financial information, and including the audit report Person commenced a legal proceeding with respect to a claim against the Company or any of its Subsidiaries under a contract that is not a credit agreement or material lease stated to be in excess of $1,000,000, or (iv) any other event or circumstance occurs or exists that would constitute a Material Adverse Effect, in each case a written notice describing the pertinent facts relating thereto and what action the Borrowers are taking or propose to take with respect thereto; (k) Promptly following reports the issuance thereof, provide notice to the Administrative Agent of each new trademark issued to any Borrower or any Subsidiary of a Borrower; (l) Promptly following request by the Requisite Lenders submitted through the Administrative Agent, accounts receivable agings and evaluations inventory listings for the Company and each of its Subsidiaries; and (but not the reports or evaluations themselves): the Commercial Finance Examination Reports m) Such other data and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) information as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed requested by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateAdministrative Agent or any Lender.

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, for itself and each Subsidiaryor any other Obligation remains unpaid or unperformed, a system or any portion of accounting established and administered the Commitment remains in accordance force, Borrower shall, unless the Administrative Agent (with generally accepted accounting principlesthe approval of the Majority Lenders) otherwise consents in writing, and furnish deliver to each holder of Notes that is an Institutional Investorthe Lenders, at Borrower's sole expense: 7.1.1 (a) Within 90 days after the end of each Fiscal Year, (i) consolidated and consolidating balance sheets of the Borrower and its Subsidiaries and the related consolidated and consolidating statements of income showing the financial condition of the Borrower and its Subsidiaries as of the close of each such Fiscal Year and the results of operations during such year, and (ii) consolidated and consolidating statements of cash flows of the Borrower and its Subsidiaries for such fiscal yearsyear, all the foregoing financial statements to be prepared in accordance with Agreement Accounting Principles GAAP and reported on a by an accounting firm of nationally recognized standing; (b) Within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, unaudited (i) consolidated basis for itself and consolidating balance sheets, (ii) consolidated and consolidating statements of income and (iii) consolidated and consolidating statements of cash flows, each showing the financial condition of the Borrower and its Subsidiaries, including in each case balance sheets Subsidiaries as of the end of such period, statements of income quarter and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On operations for the same day as the delivery or filing then-elapsed portion of the financial statements required under Sections 7.1.1Fiscal Year, 7.1.2 and 7.1.3, certified by a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 Senior Officer of the Xxxxxxxx-Xxxxx Act Borrower as being correct and complete and as presenting fairly the financial position and results of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion operations of the certificates required pursuant to Section 302 Borrower and 906 of the Xxxxxxxx-Xxxxx Act of 2002 its Subsidiaries in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance accordance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, whichGAAP, in either case, could reasonably be expected each case subject to have a Material Adverse Effect.normal year-end adjustments; 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 (c) As soon as practicable, and in any event within 45 days after the end of each Fiscal Quarter (other than the last Fiscal Quarter in each Fiscal Year, and then within 90 days after the beginning end of such Fiscal Quarter), a Compliance Certificate certified by a Senior Officer; (d) No later than 30 days before the start of each fiscal year Fiscal Year, projections of the Company, a copy of the plan consolidated and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company consolidating financial statements for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification Fiscal Year prepared by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.Borrower;

Financial and Business Information. The Company will maintainSo long as any Loan or other Obligation remains unpaid, for itself and each SubsidiaryBorrower shall, a system of accounting established and administered in accordance with generally accepted accounting principlesunless Lender otherwise consents, and furnish at Borrower's sole expense, deliver the following to each holder of Notes that is an Institutional InvestorLender: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible practicable, and in any event within 10 30 days after the Company knows that end of each fiscal month of Borrower consisting of a calendar month (each a "Fiscal Month") (other than the twelfth Fiscal Month in any Reportable Event has occurred Fiscal Year), the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Month and the consolidated and consolidating statements of operations and cash flows for such Fiscal Month, and the portion of the Fiscal Year ended with respect to any Plansuch Fiscal Month, a statement, signed all in reasonable detail. Such financial statements shall be certified by the chief financial officerofficer of Borrower as fairly presenting the financial condition, treasurer or assistant treasurer results of the Companyoperations and cash flows of Borrower and its Subsidiaries in accordance with GAAP (other than footnote disclosures), describing said Reportable Event consistently applied, as at such date and the action which the Company proposes for such periods, subject only to take with respect thereto.normal year-end accruals and audit adjustments; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of Borrower's Fiscal Year ended March 31, 1999, the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated and consolidating statements of operations, stockholders' equity and cash flows, in each fiscal year case of Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, consistently applied, and such consolidated financial statements shall be accompanied by a report of Deloitte & Touche LLP or other independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to Lender, which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the Companyaudit nor to any other qualification or exception determined by Lender in its good faith business judgment to be adverse to the interests of Lender. Such accountants' report shall be accompanied by a certificate stating that, a copy in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default then existing or, if, in the plan opinion of such accountants, any such Default shall exist, stating the nature and forecast status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.12 through 6.18, have read such Sections (including a projected consolidated balance sheetthe definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement; (c) Promptly after request by Lender, income statement and funds flow statementcopies of any detailed audit reports by independent accountants, together with any management letters issued in connection therewith, in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them; (d) of Promptly after the Company for such fiscal year. 7.1.10 As soon as possiblesame are available, and in any event within 3 Business five (5) Banking Days (in after filing with the case Securities and Exchange Commission, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the CompanySecurities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 7.1; (e) and 15 days (in the case Promptly after request by Lender, copies of any Guarantorother report or other document that was filed by Borrower with any Governmental Agency; (f) Promptly upon a Senior Officer becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA, but excluding such events as to which the PBGC has by regulation waived the requirement therein contained that it be notified within thirty days of the occurrence of such event) or (ii) non-exempt "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) involving any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (g) As soon as practicable, and in any event within two (2) Banking Days after a reasonably detailed notification to each holder Senior Officer becomes aware of Notes and its counsel the existence of any change condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto; (h) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Borrower that is $100,000 or more in the jurisdiction of organization excess of the Company amount thereof that is fully covered by insurance, (ii) any creditor under a credit agreement involving Indebtedness of $100,000 or more or any Guarantor.lessor under a lease involving aggregate rent of $100,000 or more has asserted a default thereunder on the part of Borrower or, (iii) any Person has commenced a legal proceeding with respect to a claim against Borrower under a contract that is not a credit agreement or material lease with respect to a claim of in excess of $100,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, a written notice describing the pertinent facts relating thereto and what action Borrower is taking or proposes to take with respect thereto; 7.1.11 (a) As soon as practicable, and in any event within thirty (30) days after the close end of each calendar monthEach Fiscal Month and (b) from time to time, the Company promptly after requested by Lender, Borrower shall provide Lender with the holders of Notes with following financial information which shall be presented both on a Borrowing Base Certificate (containing a certification consolidated basis and by an Authorized Officer that the Receivables Portfolios included Subsidiary and shall otherwise be in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level form and substance acceptable to support the amount of such Borrowing Base), together with such supporting documents (including without limitation Lender : (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and rolling 13-week cash flow statements; (ii) sales and backlog reports; and (iii) accounts receivable and accounts payable agings reports. (j) Copies of each material transaction document relating to the issuance of equity securities of Borrower or its Subsidiaries giving rise to a copy of the most recent static pool report with respect prepayment obligation pursuant to Section 3.1(f) (or which would have given rise to such Receivables Portfolios as an obligation except for the Required Holders reasonably deem desirableproviso to Section 3.1(f)) promptly, all certified as being true after the same are available, and correct in all material respects by an Authorized Officer any event not less than ten (10) Banking Days prior to the closing of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time.such transaction; and 7.1.12 (k) Such other data and information (including non-financial information, and including the audit report with respect relating to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations financial condition of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) Borrower as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required requested by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateLender.

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, for itself or any other Obligation remains unpaid or unperformed, or any portion of the Aggregate Commitments remains in force, Parent and each Subsidiarythe Borrowers shall, a system unless the Administrative Agent (with the written approval of accounting established the Requisite Lenders) otherwise consents, deliver to the Administrative Agent and administered in accordance with generally accepted accounting principlesthe Lenders, at Parent’s and Borrowers’ sole expense: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), the consolidated balance sheet of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself Parent and its Subsidiaries, including in each case balance sheets Subsidiaries as of at the end of such periodFiscal Quarter and the consolidated statement of operations for each Fiscal Quarter, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from portion of the beginning Fiscal Year ended with such Fiscal Quarter and as at and for the portion of the Fiscal Year ended with such fiscal year Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Parent as fairly presenting the financial condition, results of operations and cash flows of Parent and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; (b) As soon as practicable, and in any event prior to the end penultimate Business Day of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of February in each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3Fiscal Year, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list Responsible Official setting forth the names of each of the Unrestricted Subsidiaries (if any) Total Debt Ratio as of the last day of the applicable reporting period fourth Fiscal Quarter of the preceding year, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of any new Subsidiary Parent and its Subsidiaries for such Fiscal Quarter; (whether a Restricted Subsidiary or and Unrestricted Subsidiaryc) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible practicable, and in any event within 10 120 days after the Company knows that any Reportable Event has occurred end of each Fiscal Year, the consolidated balance sheet of Parent and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, shareholders’ equity and cash flows, in each case of Parent and its Subsidiaries for such Fiscal Year as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with respect Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report and opinion of independent public accountants of recognized standing selected by Parent and reasonably satisfactory to the Requisite Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any Planqualifications or exceptions. Such accountants’ report and opinion shall be accompanied by a certificate stating that, a statementin making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, signed such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Parent’s and Borrowers’ financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Section 6.5 and 6.6, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event Parent and the action which Borrowers in the Company proposes to take with respect thereto.manner prescribed by this Agreement; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (ad) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning commencement of each fiscal year of the CompanyFiscal Year, a copy of budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the plan and forecast (next four succeeding Fiscal Years, including a for the first such Fiscal Year, projected quarterly consolidated balance sheetsheets, income statement of operations and funds statements of cash flow statementand, for the remaining four Fiscal Years, projected annual consolidated condensed balance sheets and statements of operations and cash flow, of Parent and its Subsidiaries, all in reasonable detail; (e) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of Parent, and copies of all annual, regular, periodic and special reports and registration statements which Parent may file or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) of the Company for such fiscal year.Securities Exchange Act of 1934 and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 7.1; 7.1.10 As soon as possible(f) Promptly after the same are available, and in any event within 3 Business Days (in the case copies of the Company) Nevada “Regulation 6.090 Report” and 15 days (in the case “6-A Report” and copies of any Guarantorwritten communication to Parent or any of its Subsidiaries from any Gaming Board advising it of a violation of or non-compliance with, any Gaming Law by Parent or any of its Subsidiaries; (g) Promptly after the occurrence thereofrequest by any Creditor, a reasonably detailed notification to each holder of Notes and its counsel copies of any change in the jurisdiction of organization of the Company other report or other document that was filed by Parent or any Guarantor.of its Subsidiaries with any Governmental Agency; 7.1.11 (h) As soon as practicable, and in any event within thirty (30) days three Business Days after a Senior Officer becomes aware of the close existence of each calendar monthany condition or event which constitutes a Default, telephonic notice specifying the Company shall provide nature and period of existence thereof, and, no more than three Business Days after such telephonic notice, written notice again specifying the holders nature and period of Notes existence thereof and specifying what action Parent or any of its Subsidiaries are taking or propose to take with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation respect thereto; (i) Promptly upon a Senior Officer becoming aware of any litigation, governmental investigation or any proceeding (including any litigation or proceeding by or subject to the extent requested decision by the Required Holders, copies any Gaming Board) pending: (i) against Parent or any of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect; (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all any material respects by an Authorized Officer Indebtedness of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes Parent or any of determining the Borrowing Base at any time.its Subsidiaries; or 7.1.12 Such other information (including non-financial information, and including the audit report iii) with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations Loan Documents, notice of the Bureau Enhanced Behavioral Liquidations Score existence of the same; (j) Promptly after the Borrowers have notified the Administrative Agent of any intention by the Borrowers to treat the Loans and/or Letters of Credit as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4) a duly completed copy of IRS Form 8886 or any successor form; and (k) Such other data and the Unified Collections Score) information as any holder of Notes may from time to time may be reasonably request. If requested by any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by Creditor through the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateAdministrative Agent.

Financial and Business Information. The Company will maintain, for itself Parent Guarantor shall deliver to TIAA and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 (a) Quarterly Statements — within 60 days after (or such shorter period as is the close earlier of each (x) 15 days greater than the period applicable to the filing of its fiscal years, the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements prepared in accordance with Agreement Accounting Principles are required to be delivered under any Principal Debt Facility or the date on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of which such corresponding financial statements are delivered under any Principal Debt Facility if such delivery occurs earlier than such required delivery date) after the end of such period, statements of income and statements of cash flows, accompanied by (a) each quarterly fiscal period in the case of such statements each fiscal year of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or Parent Guarantor (other independent public accountants reasonably acceptable to than the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a last quarterly fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period fiscal year), duplicate copies of: (i) an unaudited consolidated balance sheet of the Parent Guarantor and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to its Subsidiaries as at the end of such quarter, and (ii) unaudited consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to fairness changes resulting from year-end adjustments; Agree Limited Partnership Uncommitted Master Note Facility (b) Annual Statements — within 105 days (or such shorter period as is the earlier of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as x) 15 days greater than the Company is a reporting company, period applicable to the filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period Parent Guarantor’s Annual Report on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or (the “Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance K”) with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (iiy) a list setting forth the names of each of date by which such financial statements are required to be delivered under any Principal Debt Facility or the Unrestricted Subsidiaries (date on which such corresponding financial statements are delivered under any Principal Debt Facility if anysuch delivery occurs earlier than such required delivery date) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year of the CompanyParent Guarantor, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year.duplicate copies of 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to a consolidated balance sheet of the extent requested by Parent Guarantor and its Subsidiaries as at the Required Holdersend of such year, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and and (ii) a copy consolidated statements of operations and comprehensive income, changes in stockholders’ equity and cash flows of the most recent static pool report with respect to Parent Guarantor and its Subsidiaries for such Receivables Portfolios as year, setting forth in each case in comparative form the Required Holders reasonably deem desirablefigures for the previous fiscal year, all certified in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as being true and correct to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects by an Authorized Officer respects, the financial position of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly companies being reported upon and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes their results of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial informationoperations and cash flows and have been prepared in conformity with GAAP, and including that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit report with respect to provides a reasonable basis for such opinion in the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.circumstances;

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so So long as the Company is a reporting company, filing any Revolving Loan remains unpaid or Letter of the Form 10Credit or Set-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted SubsidiariesAside Letter remains outstanding, or any other Person Obligation remains unpaid or unperformed (other than any contingent indemnity obligations under any of any toxic or hazardous waste or substance into the environment, and (bLoan Documents) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 portion of the Xxxxxxxx-Xxxxx Act of 2002 Revolving Commitments remains outstanding, the Borrower shall, unless the Majority Lenders otherwise consent in writing, deliver to the Agent and all rules and regulations related thereto.each Lender, at the Borrower's sole expense: 7.1.9 (a) As soon as practicable, and in any event within 90 30 days after the beginning end of each fiscal year month of the CompanyBorrower other than December and January, within 45 days after the end of each December, and within 36-days after the end of each January, (i) a consolidated balance sheet of Presxxx Xxxaware as at the end of such month, setting forth in comparative form the corresponding figures as at the end of the preceding month and (ii) a consolidated statement of operations of Presxxx Xxxaware for such month and for the portion of its fiscal year ended with such month, setting forth in comparative form the corresponding figures for the preceding month, all in reasonable detail. The preceding financial statements shall include, on a project-by-project basis, a copy breakdown of Real Estate Inventory costs. In addition, the preceding financial statements shall be certified by a Responsible Official of the plan Borrower as fairly presenting the financial condition and forecast (including a projected consolidated balance sheetresults of operations of Presxxx Xxxaware in accordance with GAAP, income statement consistently applied as at such date and funds flow statement) of the Company for such fiscal periods, subject only to normal year.-end audit adjustments, provided that such financial statements need not contain all footnotes and disclosures required by generally accepted accounting principles; 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Companyb) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 120 days after the close of each calendar monthfiscal year of the Borrower, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to a consolidated balance sheet of Presxxx Xxxaware as at the extent requested by the Required Holders, copies end of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Basesuch fiscal year, and (ii) a copy consolidated statement of operations and of changes in financial position of 89 Presxxx Xxxaware for such fiscal year, all in reasonable detail. Such balance sheet and statements shall be prepared in accordance with GAAP, consistently applied and shall be accompanied by a report and opinion of Ernst & Young LLP or other independent public accountants of recognized standing selected by the Borrower and reasonably satisfactory to the Majority Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or limitations except as approved by the Majority Lenders, which approval shall not be unreasonably withheld. Such accountants' report and opinion shall be accompanied by a separate report stating that, during their examination of the most recent static pool report financial statements of Presxxx Xxxaware, nothing came to the attention of such accountants that would give them knowledge of the existence of any Default hereunder, or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and setting forth the financial calculations under Section 8.17 as of the date of the balance sheet; (c) As soon as practicable, and in any event within 60 days after the end of each of the Borrower's second and fourth fiscal quarters, commencing June 30, 1998, a quarterly budget for the then started twelve month period, including, without limiting the generality of the foregoing, quarterly projected statements of operations of the Borrower and quarterly projected cash flow statements of the Borrower, all in reasonable detail; (d) After the request of the Agent or any Lender, with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, any or all certified as being true and correct in all material respects by an Authorized Officer projects of the Company). The Company may update Borrower as specifically requested, a detailed variance report that includes, without limitation, original and current estimates of budget costs, line item budget information, selling prices, gross margins, percentage of completion and estimated completion date, and a narrative explanation of indicated budget variances; (e) As soon as practicable, and in any event within five Banking Days after the Borrowing Base Certificate more frequently than monthly and end of each week, a weekly sales report of the Borrower for the week most recently delivered Borrowing Base Certificate shall be ended in form and substance reasonably satisfactory to the applicable Majority Lenders; (f) As soon as practicable, and in any event within 30 days after the end of each quarter, a quarterly cash flow report of the Borrower for the quarter most recently ended; (g) As soon as practicable, and in any event within 30 days after the end of each fiscal month of the Borrower other than December and January, within 45 days after the end of each December, and within 36 days after the end of each January, a Borrowing Base Certificate for purposes of determining the Borrowing Base at any time.(together with supporting documentation and data) as of the last day of the immediately 7.1.12 Such other information (including non-financial informationh) As soon as practicable, and including in any event within 45 days after the commencement of each fiscal quarter of the Borrower, a Certificate of Responsible Official (i) stating that the Borrower is in compliance with Section 7.14 (if applicable) and setting forth the amount of forward commitments from acceptable lending institutions maintained by the Borrower as at the beginning of such fiscal quarter of the Borrower and (ii) setting forth computations showing, in detail satisfactory to the Majority Lenders, whether the Borrower was in compliance with its obligations pursuant to Sections 8.16 and 8.17; (i) Promptly after request by the Agent, copies of any detailed audit reports or recommendations submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with the accounts or books of the Borrower or such Subsidiary or any audit of any of them; (j) Promptly after request by the Agent, copies of any report or other document filed by the Borrower or any of its Subsidiaries with any Governmental Agency; (k) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the Securities and Exchange Commission or any similar or corresponding Governmental Agency or with any securities exchange; (l) Promptly (but in any event within five Banking Days) upon any of the President, the Chief Financial Officer, the Vice President/Finance, the Vice President/Controller or the General Counsel (or any officers holding similar positions) becoming aware of the existence of any condition or event which constitutes a Default, a written notice specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; (m) Promptly upon any corporate officer of the Borrower becoming aware that (i) any Person commenced a legal proceeding with respect to a claim against the Borrower or any of its Subsidiaries in excess of $1,000,000 not arising under a contract that is not fully covered by insurance or (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of the Borrower or any of its Subsidiaries or (iii) any Person commenced a legal proceeding with respect to a claim against the 91 Borrower or any of its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $500,000 or which otherwise may reasonably be expected to result in a material adverse effect on the Borrower or such Subsidiary, a written notice describing the pertinent facts relating thereto and what action the Borrower or such Subsidiary is taking or proposes to take with respect thereto; (n) Promptly (but in any event within five Banking Days) upon becoming aware of any strike or other material labor dispute or that work has ceased on any project of the Borrower or any of its Subsidiaries for more than thirty consecutive days, written notice of such strike or dispute or such cessation and of the pertinent facts relating thereto and what action the Borrower or such Subsidiary is taking or proposes to take with respect to the following commencement of such work; and promptly (but in any event within ten days) upon becoming aware of the termination of employment of the President or any Senior Vice President of the Borrower (or any future officers of the Borrower who have substantially similar responsibilities as such officers), written notice of such termination and what action the Borrower is taking in response thereto; (o) Promptly (but in any event within five Banking Days) upon becoming aware of any casualty loss affecting any Property of the Borrower or any of its Subsidiaries in excess of $500,000, or any other event that may have a material adverse effect on the financial condition or operations of the Borrower, written notice of the same and the pertinent facts relating thereto; (p) Not later than ten Banking Days prior to the issuance of any Set-Aside Letter hereunder, a detailed budget for the improvements covered by such Set-Aside Letter; not later than seven Banking Days prior to the disbursement of any Revolving Loan the proceeds of which are intended, in part, to fund costs incurred in connection with the construction of such improvements, a detailed report regarding the status of the construction of such improvements; and not later than three Banking Days prior to the disbursement of any such Revolving Loan, a detailed summary of the costs incurred in connection with the construction of such improvements; (q) [deleted]; (r) As soon as practicable, but in no event less than thirty Banking Days' written notice to the Agent of the Borrower's or any of its Subsidiaries' acquisition of any new Improved Land, Raw Land or Housing; (s) Such other reports and evaluations information, on at least a monthly basis (but not or at such other intervals as the reports or evaluations themselves): Agent may deem appropriate), as the Commercial Finance Examination Reports and evaluations 92 Agent may require to assist the Agent in its computation of the Bureau Enhanced Behavioral Liquidations Score Borrowing Base; and (t) Such other data and the Unified Collections Score) information as any holder of Notes may from time to time may be reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed requested by the Company with a government body on an earlier date, then Agent or the information required hereunder shall be furnished by no later than 5 Business Days after such earlier dateMajority Lenders.

Financial and Business Information. The Company Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 days UMB as soon as reasonably available after the close end of each fiscal year, but in no event later than 120 days following the end of its fiscal yearsyear, its audited consolidated financial statements prepared in accordance with Agreement Accounting Principles on without qualification including, at a consolidated basis for itself and its Subsidiariesminimum, including in each case a balance sheets as of the end of such periodsheet, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income stockholders' equity and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarteryear, all of which shall have been reported by independent certified public accountants and which shall be in conformity with generally accepted accounting principles consistently applied. The Borrower will furnish to UMB for each calendar month as soon as reasonably available, its consolidated financial statements for the immediately preceding calendar month, all such financial statements to fairness of presentation, compliance with Agreement be certified by the Chief Financial Officer or Chief Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing Officer of the Form 10-Q by Borrower. Such monthly financial statements shall include a balance sheet and statements of income. Notwithstanding the Company with respect to a fiscal quarter within such 45-day period on foregoing, in the website event applicable regulations of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy prohibit the requirement for certified quarterly consolidated disclosure of monthly financial statements the Borrower shall provide UMB with quarterly financial statements in the same form as would otherwise be required for such fiscal monthly financial statements no later than 45 days following the end of each calendar quarter under this Section 7.1.2 with respect to the statements of the Company Borrower. The Borrower further agrees to at all times keep accurate and all complete records of its financial condition and of its assets, and it agrees that it will furnish to UMB, at the Borrower's expense, from time to time such other and further information regarding its and its Subsidiaries). 7.1.3 Simultaneously ' financial condition as UMB may reasonably request, including upon such request by UMB, an opportunity or opportunities for employees or representatives of UMB to inspect, audit, check, examine and copy books and records of the Borrower and its Subsidiaries and meet with representatives of the delivery or filing Borrower to discuss the business and financial condition of the Borrower and its Subsidiaries. Within 30 days after the end of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 abovecalendar month, the related consolidating financial statements Borrower will furnish to UMB a certificate of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate Chief Financial Officer or the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing Chief Accounting Officer of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: Borrower in the form of Exhibit B attached hereto (i) setting forth in reasonable detail the calculations necessary required to determine establish whether the Borrower was in compliance with the requirements of Sections 10.15.5, 10.35.6 and 5.7 on the date of such financial statements and (ii) stating, 10.4to the best of his or her knowledge and belief after due inquiry and review of the Borrower's books and records, 10.5whether there exists on the date of such certificate any Event of Default, 10.12regardless of whether any required notice has been given, 10.13and, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or if any Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event details thereof and the action which the Company Borrower is taking or proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for such fiscal year. 7.1.10 As soon as possible, and in any event within 3 Business Days (in the case of the Company) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) days after the close of each calendar month, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by the Required Holders, copies of all bills of sale and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate shall be the applicable Borrowing Base Certificate for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.

Financial and Business Information. The Company will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 days after the close of each of its fiscal years, financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including in each case balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company and its Subsidiaries, an audit report, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so So long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within such 90-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect to the statements of the Company and all of its Subsidiaries) and (b) any management letter prepared by said accountants. 7.1.2 Within 45 days after the close of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) as of the last day of the applicable reporting period and of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto. 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (a) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted SubsidiariesAdvance remains unpaid, or any other Person of any toxic Obligation remains unpaid or hazardous waste or substance into the environmentunperformed, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any portion of its Restricted Subsidiariesthe Commitment remains in force, whichBorrower shall, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon unless the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files Administrative Agent (with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 written approval of the Xxxxxxxx-Xxxxx Act of 2002 Requisite Banks) otherwise consents, deliver to the Administrative Agent and all rules and regulations related thereto. 7.1.9 the Banks, at Borrower's sole expense: (a) As soon as practicable, and in any event within 90 60 days after the beginning end of each fiscal year Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for each Fiscal Quarter, and its statement of cash flows for the portion of the Company, a copy Fiscal Year ended with such Fiscal Quarter and (ii) the consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations as at and for the portion of the plan Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and forecast cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (including a projected consolidated balance sheetother than footnote disclosures), income statement consistently applied, as at such date and funds flow statement) of the Company for such fiscal periods, subject only to normal year. 7.1.10 As soon as possible, -end accruals and in any event within 3 Business Days audit adjustments; (in the case of the Companyb) and 15 days (in the case of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor. 7.1.11 As soon as practicable, and in any event within thirty (30) 60 days after the close end of the fourth Fiscal Quarter in a Fiscal Year, a Certificate of a Responsible Official setting forth the Funded Debt Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter; (c) As soon as practicable, and in any event within 100 days after the end of each calendar monthFiscal Year, the Company shall provide the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) to the extent requested by consolidated balance sheet of Borrower and its Subsidiaries as at the Required Holdersend of such Fiscal Year and the consolidated statements of operations, copies shareholders' equity and cash flows, in each case of all bills of sale Borrower and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, its Subsidiaries for such Fiscal Year and (ii) consolidating (in accordance with past consolidating practices of Borrower) balance sheets and statements of operations, in each case as at and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a copy report and opinion of Arthur Andersen LLP or other independent public accountants of recognized standing selected by Borrower anx xxxxoxxxxx xxtisfactory to the Requisite Banks, which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the most recent static pool report with respect audit nor to such Receivables Portfolios as any other qualification or exception determined by the Required Holders reasonably deem desirable, all certified as being true and correct Requisite Banks in all material respects by an Authorized Officer their good faith business judgment to be adverse to the interests of the Company)Banks. The Company may update the Borrowing Base Certificate more frequently than monthly Such accountants' report and the most recently delivered Borrowing Base Certificate opinion shall be accompanied by a certificate stating that, in making the applicable Borrowing Base Certificate examination pur- suant to generally accepted auditing standards necessary for purposes the certification of determining such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the Borrowing Base opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at any time. 7.1.12 Such other information the end of such Fiscal Year (which shall accompany such certificate) under Section 6.10 and Sections 6.12 through 6.15, have read such Sections (including non-financial information, the definitions of all defined terms used therein) and including the audit report with respect that nothing has come to the following reports and evaluations (but attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under manner prescribed by this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.Agreement;

Financial and Business Information. The Company will maintainSo long as any Advance remains unpaid, any Letter of Credit is outstanding or any other Obligation remains unpaid (other than contingent indemnification obligations for itself and each Subsidiarywhich no claim has been made), a system or any portion of accounting established and administered any Commitments remains in accordance with generally accepted accounting principlesforce, Borrower shall, at Borrower’s sole expense, deliver to the Agent for distribution by it to the Lenders: (a) As soon as practicable, and furnish to each holder of Notes that is an Institutional Investor: 7.1.1 Within 90 in any event within 45 days after the close end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), the consolidated balance sheet of Borrower and its fiscal yearsSubsidiaries as at the end of such Fiscal Quarter and the consolidated statements of operations and cash flows for such Fiscal Quarter and the portion of the Fiscal Year ended with such Fiscal Quarter, financial statements prepared in accordance together with Agreement Accounting Principles on a consolidated basis for itself backlog report of Borrower and its Subsidiaries, including all in each case balance sheets reasonable detail. Such financial statements shall be certified by the chief financial officer of Borrower or his or her designated representative as fairly presenting in all material respects the consolidated financial condition, results of the end operations and cash flows of such period, statements of income and statements of cash flows, accompanied by (a) in the case of such statements of the Company Borrower and its SubsidiariesSubsidiaries in accordance with GAAP (other than footnote disclosures), an audit reportconsistently applied, unqualified as to scope, of BDO USA LLP or another nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Holders (provided that so long as the Company is a reporting company, filing of the Form 10-K by the Company with respect to a fiscal year within at such 90-day period on the website of the Securities date and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for the annual audit report and consolidated financial statements for such fiscal year under this Section 7.1.1 with respect periods, subject only to the statements of the Company normal year-end accruals and all of its Subsidiaries) and audit adjustments; (b) As soon as practicable, and in any management letter prepared by said accountants. 7.1.2 Within 45 days after event before the close commencement of a Pricing Period, a Pricing Certificate for such Pricing Period setting forth a calculation of the first three quarterly periods of each of its fiscal years, for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, compliance with Agreement Accounting Principles and consistency by its chief financial officer, treasurer or assistant treasurer (provided that so long as the Company is a reporting company, filing of the Form 10-Q by the Company with respect to a fiscal quarter within such 45-day period on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx shall satisfy the requirement for certified quarterly consolidated financial statements for such fiscal quarter under this Section 7.1.2 with respect to the statements of the Company and all of its Subsidiaries). 7.1.3 Simultaneously with the delivery or filing of each set of consolidated financial statements referred to in Sections 7.1.1 and 7.1.2 above, the related consolidating financial statements of the Company and its Restricted Subsidiaries reflecting all adjustments necessary to eliminate the results of operations, cash flows, accounts and other assets and Indebtedness or other liabilities of Unrestricted Subsidiaries (if any) from such consolidated financial statements. 7.1.4 On the same day as the delivery or filing of the financial statements required under Sections 7.1.1, 7.1.2 and 7.1.3, a compliance certificate signed by its chief financial officer, treasurer or assistant treasurer showing: (i) the calculations necessary to determine compliance with Sections 10.1, 10.3, 10.4, 10.5, 10.12, 10.13, 10.14, 10.15, 10.17 and 10.19, an Officer’s Certificate stating that no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a certificate executed and delivered by the chief executive officer or chief financial officer stating that the Company and each of its principal officers are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (provided that so long as the Company is a reporting company, inclusion of the certificates required pursuant to Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 in the Form 10-K or Form 10-Q filed by the Company pursuant to Sections 7.1.1 or 7.1.2 shall satisfy the requirement for such certification of compliance with the Xxxxxxxx-Xxxxx Act under this Section 7.1.4); and (ii) a list setting forth the names of each of the Unrestricted Subsidiaries (if any) Total Leverage Ratio as of the last day of the applicable reporting period Fiscal Quarter immediately prior to such Pricing Period, and providing reasonable detail as to the calculation thereof, which calculations in the case of the fourth Fiscal Quarter in any Fiscal Year shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any new Subsidiary (whether a Restricted Subsidiary or and Unrestricted Subsidiary) formed or acquired during material variance in the actual calculation of the Total Leverage Ratio from such reporting period. 7.1.5 [Intentionally Omitted] 7.1.6 As soon as possible and in any event within 10 days after the Company knows that any Reportable Event has occurred with respect to any Planpreliminary calculation, a statement, signed by revised Pricing Certificate setting forth the chief financial officer, treasurer or assistant treasurer of the Company, describing said Reportable Event and the action which the Company proposes to take with respect thereto.actual calculation thereof; 7.1.7 As soon as possible and in any event within 10 days after receipt by the Company thereof, a copy of (ac) any notice or claim to the effect that the Company or any of its Restricted Subsidiaries is or may be liable to any Person as a result of the release by the Company, any of its Restricted Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Company or any of its Restricted Subsidiaries, which, in either case, could reasonably be expected to have a Material Adverse Effect. 7.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Company or any of its Restricted Subsidiaries files with the SEC, including, without limitation, all certifications and other filings required by Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto. 7.1.9 As soon as practicable, and in any event within 90 days after the beginning end of each fiscal year Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, stockholders’ equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year, together with a backlog report of Borrower and its Subsidiaries, all in reasonable detail, (ii) supplements to Schedule A to the Borrower Security Agreement and any Subsidiary Security Agreement to reflect any new deposit accounts and securities accounts included in the Collateral and to remove deposit accounts and securities accounts no longer included in the Collateral, supplements to Schedule B to the Borrower Security Agreement and any Subsidiary Security Agreement to reflect the publication or registration of new Copyrights or applications thereof, new Marks and new Patents (each as defined in the Borrower Security Agreement or Subsidiary Security Agreement, as applicable) and supplements to Schedule A to the Borrower Pledge Agreement and any Subsidiary Pledge Agreement to reflect any new pledged Equity Interests included in the Collateral and to remove any pledged Equity Interests no longer included in the Collateral, and (iii) worksheets or other calculations used by Borrower in determining whether or not Significant Subsidiaries exist as of the Company, a copy Determination Date occurring as of the plan end of such Fiscal Year. Such financial statements shall be prepared in accordance with GAAP, consistently applied, and forecast (including such consolidated financial statements shall be accompanied by a projected consolidated balance sheetreport of PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by Borrower, income statement which report shall be prepared in accordance with GAAP as at such date, and funds flow statement) shall not be subject to any qualifications or exceptions as to the scope of the Company for such fiscal year. 7.1.10 As soon audit nor to a “going concern” or like qualification (except as possible, and in any event within 3 Business Days (in the case may be required as a result of the Company) and 15 days (in the case impending maturity of any Guarantor) after the occurrence thereof, a reasonably detailed notification to each holder of Notes and its counsel of any change in the jurisdiction of organization of the Company or any Guarantor.Loans); 7.1.11 (d) As soon as practicable, and in any event within thirty (30) 120 days after the close end of each calendar monthFiscal Year, a budget and projections for the Company shall provide then-current Fiscal Year in reasonable detail substantially consistent with the holders of Notes with a Borrowing Base Certificate (containing a certification by an Authorized Officer that the Receivables Portfolios included in the Borrowing Base referenced in such Borrowing Base Certificate are performing, in the aggregate, at a sufficient level to support the amount of such Borrowing Base), together with such supporting documents (including without limitation (i) budget and projections provided to the extent requested by Agent on the Required Holders, copies of all bills of sale Closing Date (except that such budget and purchase agreements evidencing the acquisition of Receivables Portfolios included in the Borrowing Base, and (ii) a copy of the most recent static pool report with respect to such Receivables Portfolios as the Required Holders reasonably deem desirable, all certified as being true and correct in all material respects by an Authorized Officer of the Company). The Company may update the Borrowing Base Certificate more frequently than monthly and the most recently delivered Borrowing Base Certificate projections shall be the applicable Borrowing Base Certificate prepared for purposes of determining the Borrowing Base at any time. 7.1.12 Such other information (including non-financial information, such Fiscal Year as a whole and including the audit report with respect to the following reports and evaluations (but not the reports or evaluations themselves): the Commercial Finance Examination Reports and evaluations of the Bureau Enhanced Behavioral Liquidations Score and the Unified Collections Score) as any holder of Notes may from time to time reasonably request. If any information which is required to be furnished under this Section 7.1 is required by law or regulation to be filed by the Company with a government body on an earlier date, then the information required hereunder shall be furnished by no later than 5 Business Days after such earlier date.Fiscal Quarter);