Common use of Financial Reports and Other Data Clause in Contracts

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks as soon as available and in any event: (a) Within one hundred fifty (150) days after the end of each fiscal year of DGC, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal year, including a balance sheet and statement of income and surplus, with notes thereon, together with the unqualified audit report and opinion of an independent Certified Public Accountant acceptable to the Required Banks, showing the financial condition of DGC and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and balance sheet, certified as accurate by an officer of DGC; (f) Within forty-five (45) days after the end of each fiscal quarter, quarterly financial statements for each Affiliated Insurer prepared on a Statutory Accounting Basis, in the form required to be filed with the Commissioner; (g) Within twenty (20) days after the end of each calendar month, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of Borrower.

Financial Reports and Other Data. Furnish or cause to be furnished Administrative Agent for distribution to each of the Banks Lenders as soon as available available: (a) and in any event: event within ninety (a) Within one hundred fifty (15090) days after the end of each fiscal year of DGCBorrower, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal yearyear of Borrower, including a consolidated balance sheet and statement consolidated statements of income operations and surplus, with notes thereon, consolidated statements of cash flows together with the unqualified audit report and opinion of an Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to Administrative Agent and the Required BanksLenders, showing the financial condition of DGC and its subsidiaries Borrower at the close of such year and the results of operations during such year; and, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and (i) Parent's consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements of changes, each prepared in accordance with GAAP, not audited but certified by the Chief Executive Officer or the Chief Financial Officer or Controller or a Senior Vice President or Vice President of Accounting of Parent, such balance sheets to be as accurate by an officer of DGC; the end of such quarter and such consolidated statements to be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and year-end adjustment and the preparation of required footnotes; provided however, if Parent files a Form 10-Q (for its equivalent) Within with the SEC then the financial statements described above shall be provided to Administrative Agent for distribution to the Lenders within five (5) days of that filing; (ii) a Non-Default Certificate in the form prescribed on Exhibit “E” attached hereto and made a part hereof; and (iii) a Borrowing Base Certificate; and, (c) within forty-five (45) days after the end of each fiscal quarter, quarterly rent rolls and operating statements related to the properties described in the CBL Mortgage; (d) simultaneously with the inclusion of Net Operating Income (loss) from Newly Acquired Property in any financial statements calculation provided for each Affiliated Insurer prepared on a Statutory Accounting Basisin this Loan Agreement, certification, in a form acceptable to Administrative Agent, of the form required purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and Parent, as the case may be, such rent roll and statement of income and expense to be filed with for the Commissioner; twelve (g12) Within month period, if available, used in any such calculation and/or to also be for the period from the beginning of said year to the end of such quarter, as the case may be; (e) and in any event within one hundred twenty (20120) days after the end of each calendar monthfiscal year of Parent, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base an unqualified audit as of the last day close of such calendar month certified fiscal year of Parent, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash flows together with the unqualified audit report and opinion of Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to Administrative Agent, showing the financial condition of Parent at the close of such year and the results of operations during such year; provided however, if Parent files a Form 10-K (or its equivalent) with the SEC then such financial statements shall be provided to Administrative Agent for distribution to the Lenders within five (5) days of that filing; (f) if requested by Administrative Agent (as directed by the Required Lenders) on an officer of annual basis, Borrower's cash flow budgets for the following four (4) fiscal quarters; and (g) such other financial information as Administrative Agent (as directed by the Required Lenders) may reasonably require.

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks as (i) As soon as available practicable and in any event: (a) Within one hundred fifty (150) event within 45 days after the end of each fiscal year of DGCthe first three quarterly periods of each Fiscal Year of the Borrower, an unqualified audit deliver to the Administrative Agent and each Lender (A) a consolidated balance sheet of DGC the Borrower and its subsidiaries on a Subsidiaries as at the end of such quarterly period, and related consolidated statements of income, shareholders’ equity, comprehensive income and consolidating basis, as cash flows for such quarterly period and for the period from the beginning of the close current Fiscal Year to the end of such fiscal yearquarterly period, including a balance sheet and statement of income and surplussetting forth in comparative form figures for the corresponding periods in the preceding Fiscal Year, with notes thereon, together with the unqualified audit report and opinion of an independent Certified Public Accountant acceptable to the Required Banks, showing the financial condition of DGC and its subsidiaries at the close of such year and the results of operations during such year, such financial statements all to be in reasonable detail and certified by an Authorized Officer to have been prepared in accordance with GAAP, subject only to changes resulting from normal, recurring year end adjustments; and (B) computations demonstrating compliance with the provisions of Sections 5.1(1), 5.1(m) and 6.1(a) hereof, certified by an Authorized Officer to be true and correct and to have been prepared from the foregoing quarterly statements; (bii) Within sixty-five (65) As soon as practicable and in any event within 90 days after each Fiscal Year End, deliver to the end Administrative Agent and each Lender (A) a consolidated balance sheet of the Borrower and its Subsidiaries as at such Fiscal Year End, and related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows for such Fiscal Year, setting forth in each fiscal year case in comparative form corresponding figures from the preceding annual statements, all in reasonable detail and satisfactory in scope to the Administrative Agent and each Lender, and audited by and containing (as to the consolidated financial statements) an unqualified opinion of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in independent certified public accountants of national standing as shall be satisfactory to the form Administrative Agent and (B) the computations required to be filed with the Commissionerby Section 5.1(a)(i)(B) hereof; (ciii) Within ninety (90) days after Deliver to the end Administrative Agent and each Lender a copy of each fiscal year report filed by the Borrower with the Securities and Exchange Commission pursuant to Section 13(a) or 14 of DGCthe Securities Exchange Act of 1934, unauditedincluding each Annual Report on Form 10 K, consolidated Quarterly Report on Form 10 Q, Current Report on Form 8 K (except for routine quarterly earnings releases which are available through electronic media dissemination on the internet), each definitive proxy statement and consolidating each report evidencing a change to the Borrower’s organizational documents, in each case within 15 days of the filing thereof; and (iv) With reasonable promptness, deliver such additional financial or other data as the Administrative Agent or any Lender may reasonably request. Each Lender is hereby authorized to deliver a copy of any financial statements of DGC; (d) Within one hundred fifty (150) days after or other information relating to the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the business operations or financial condition of such Affiliated Insurer the Borrower and its subsidiaries at the close of Subsidiaries which may be furnished to it or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and balance sheet, certified as accurate by an officer of DGC; (f) Within forty-five (45) days after the end of each fiscal quarter, quarterly financial statements for each Affiliated Insurer prepared on a Statutory Accounting Basis, in the form required to be filed with the Commissioner; (g) Within twenty (20) days after the end of each calendar month, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of BorrowerLender.

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks as (i) As soon as available practicable and in any event: (a) Within one hundred fifty (150) event within 45 days after the end of each fiscal year of DGCthe first three quarterly periods of each Fiscal Year of the Borrower, an unqualified audit deliver to the Administrative Agent and each Lender (A) a consolidated balance sheet of DGC the Borrower and its subsidiaries on a consolidated and consolidating basis, Subsidiaries as of at the close end of such fiscal yearquarterly period, including a balance sheet and statement related consolidated statements of income and surplus, with notes thereon, together with retained earnings for such quarterly period and for the unqualified audit report and opinion period from the beginning of an independent Certified Public Accountant acceptable the current Fiscal Year to the Required Banks, showing the financial condition of DGC and its subsidiaries at the close end of such year and quarterly period, setting forth in comparative form figures for the results of operations during such yearcorresponding periods in the preceding Fiscal Year, such financial statements all to be in reasonable detail and certified by an Authorized Officer to have been prepared in accordance with GAAP, subject only to changes resulting from normal, recurring year-end adjustments; and (B) computations demonstrating compliance with the provisions of Sections 5.1(1), 5.1(m) and 6.1(a) hereof, certified by an Authorized Officer to be true and correct and to have been prepared from the foregoing quarterly statements; (bii) Within sixty-five (65) As soon as practicable and in any event within 90 days after each Fiscal Year End, deliver to the end Administrative Agent and each Lender (A) a consolidated balance sheet of the Borrower and its Subsidiaries as at such Fiscal Year End, and related consolidated statements of income and retained earnings and changes in consolidated financial position for such Fiscal Year, setting forth in each fiscal year case in comparative form corresponding figures from the preceding annual statements, all in reasonable detail and satisfactory in scope to the Administrative Agent and each Lender, and audited by and containing (as to the consolidated financial statements) an unqualified opinion of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in independent certified public accountants of national standing as shall be satisfactory to the form Bank and (B) the computations required to be filed with the Commissionerby Section 5.1(a)(i)(B) hereof; (ciii) Within ninety (90) days after Deliver to the end Administrative Agent and each Lender a copy of each fiscal year report filed by the Borrower with the Securities and Exchange Commission pursuant to Section 13(a) or 14 of DGCthe Securities Exchange Act of 1934, unauditedincluding each Annual Report on Form 10-K, consolidated Quarterly Report on Form 10-Q, Current Report on Form 8-K (except for routine quarterly earnings releases which are available through electronic media dissemination on the internet), and consolidating definitive proxy statement, in each case within 15 days of the filing thereof; and (iv) With reasonable promptness, deliver such addi-tional financial or other data as the Administrative Agent or any Lender may reasonably request. Each Lender is hereby authorized to deliver a copy of any financial statements of DGC; (d) Within one hundred fifty (150) days after or other information relating to the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the business operations or financial condition of such Affiliated Insurer the Borrower and its subsidiaries at the close of Subsidiaries which may be furnished to it or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and balance sheet, certified as accurate by an officer of DGC; (f) Within forty-five (45) days after the end of each fiscal quarter, quarterly financial statements for each Affiliated Insurer prepared on a Statutory Accounting Basis, in the form required to be filed with the Commissioner; (g) Within twenty (20) days after the end of each calendar month, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of BorrowerLender.

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks Lender as soon as available available, and in any event: : (aA) Within one hundred fifty (150) days after the end of each fiscal year of DGC, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal year, including a balance sheet and statement of income and surplus, with notes thereon, together with the unqualified audit report and opinion of an independent Certified Public Accountant acceptable to the Required Banks, showing the financial condition of DGC and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated InsurerFiscal Year, an audit audited consolidated balance sheet and statement of such Affiliated Insurer income and surplus of Eastside and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public AccountantSubsidiaries, showing the financial condition of such Affiliated Insurer Eastside and its subsidiaries Subsidiaries on a consolidated basis at the close of such year Fiscal Year and the results of operations during such year, such financial statements to be prepared on by independent certified public accountants selected by the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; Borrowers; (eB) Within forty-within forty five (45) days after the end of each fiscal quarterof the first three Fiscal Quarters of each Fiscal Year, consolidated financial statements for Eastside and its Subsidiaries, certified by the President or Treasurer or other appropriate financial officer of DGCEastside as fairly presenting in all material respects the financial condition, results of operations and cash flows of Eastside and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, such financial statements balance sheets to include an income statement and balance sheet, certified be as accurate by an officer of DGC; (f) Within forty-five (45) days after the end of each fiscal quartersuch Fiscal Quarter, quarterly financial and such statements of income and surplus to be for each Affiliated Insurer prepared on a Statutory Accounting Basisthe period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, in the form required each case subject only to be filed with the Commissioner; audit and year-end adjustment; (gC) Within twenty within thirty (2030) days after the end of each calendar month, consolidated financial statements for Eastside and its Subsidiaries, certified by the President or Treasurer or other appropriate financial officer of Eastside as fairly presenting in all material respects the financial condition, results of operations and cash flows of Eastside and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, such balance sheets to be as of the end of such calendar month, and such statements of income and surplus to be for both (i) the period from the beginning of such calendar month to the end of such calendar month, and (ii) the period from the beginning of the Fiscal Year to the end of such calendar month, in each case subject only to audit and year-end adjustment; (D) within thirty (30) days after the end of each Fiscal Year, board-approved projections of Eastside and its Subsidiaries (income statement and balance sheet) for each of the twelve (12) months during the following Fiscal Year; (E) within thirty (30) days after the end of each calendar month, an Accounts Receivable aging report, accounts payable aging report and an Inventory report (including a Borrowing Base Certificate substantially listing of any warehouses or bailees holding Eligible Inventory) for the Borrowers; (F) concurrently with the delivery of the financial statements required by subsection (C) above, a compliance certificate executed by the President or Treasurer of Borrower Representative or other financial officer satisfactory to Lender in the form of EXHIBIT "E" Exhibit B attached hereto stating and made a part hereof; (G) updated financial statements and/or balance sheets from time to time upon Lender’s request; (H) within thirty (30) days after the Borrowing Base as end of each calendar month, bank statements for all deposit accounts of Borrowers maintained outside of Live Oak Bank; and (I) within thirty (30) days of the last day timely filing thereof, copies of all tax returns filed by any Borrower with the U.S. Internal Revenue Service or other federal, state or local taxing authority. All financial statements prepared and provided to Lender pursuant to this Section 5.05 shall be prepared in accordance with GAAP, subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes. Documents required to be delivered pursuant to the terms hereof (to the extent any such calendar month certified by an officer of documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrowers post such documents, or provides a link thereto, on such Borrower’s website on the internet at such Borrower’s website address.”

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks Lender as soon as available available, and in any event: : (aA) Within one hundred fifty (150) days after the end of each fiscal year of DGC, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal year, including a balance sheet and statement of income and surplus, with notes thereon, together with the unqualified audit report and opinion of an independent Certified Public Accountant acceptable to the Required Banks, showing the financial condition of DGC and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within within ninety (90) days after the end of each fiscal year Fiscal Year, a consolidated balance sheet and statement of DGC, unaudited, consolidated income and consolidating financial statements surplus of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer Eastside and its subsidiaries, as prescribed Subsidiaries which have been certified by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said an independent Certified Public Accountantcertified public accountant, showing the financial condition of such Affiliated Insurer Eastside and its subsidiaries Subsidiaries, on a consolidated basis, at the close of such year Fiscal Year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; ; (eB) Within forty-within forty five (45) days after the end of each fiscal quarterof the first three Fiscal Quarters of each Fiscal Year, consolidated financial statements for Eastside and its Subsidiaries, certified by the President or Treasurer or other appropriate financial officer of DGCEastside as fairly presenting in all material respects the financial condition, results of operations and cash flows of Eastside and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, such balance sheets to be as of the end of such Fiscal Quarter, and such statements of income and surplus to be for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, in each case subject only to audit and year-end adjustment; (C) within thirty (30) days after the end of each calendar month, consolidated financial statements for Eastside and its Subsidiaries, certified by the President or Treasurer or other appropriate financial officer of Eastside as fairly presenting in all material respects the financial condition, results of operations and cash flows of Eastside and its Subsidiaries in accordance with GAAP, subject only to include an normal year-end audit adjustments and the absence of footnotes, such balance sheets to be as of the end of such calendar month, and such statements of income and surplus to be for the period from the beginning of the Fiscal Year to the end of such calendar month, in each case subject only to audit and year-end adjustment; (D) within thirty (30) days after the end of each Fiscal Year, board-approved quarterly projections of Eastside and its Subsidiaries (income statement and balance sheet, certified as accurate by an officer of DGC; ); (fE) Within forty-within forty five (45) days after the end of each fiscal quarterFiscal Quarter, quarterly an Accounts Receivable aging report, accounts payable aging report, and Inventory report (including a listing of any warehouses or bailees holding Eligible Inventory) for the Borrowers; (F) concurrently with the delivery of the financial statements for each Affiliated Insurer prepared on required by subsection (C) above, a Statutory Accounting Basis, compliance certificate executed by the President or Treasurer of Borrower Representative or other financial officer satisfactory to Lender in the form required of Exhibit B attached hereto and made a part hereof; (G) updated financial statements and/or balance sheets from time to be filed with the Commissioner; time upon Lender’s request; and (gH) Within twenty within thirty (2030) days after the end of each calendar month, a Borrowing Base Certificate substantially bank statements for all deposit accounts of Borrowers maintained outside of Live Oak Bank. All financial statements prepared and provided to Lender pursuant to this Section 5.05 shall be prepared in accordance with GAAP, subject, in the form case of EXHIBIT "E" attached hereto stating unaudited financial statements, to normal year-end audit adjustments and the Borrowing Base as absence of footnotes. Documents required to be delivered pursuant to the last day of terms hereof (to the extent any such calendar month certified by an officer of documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address.

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks as soon as available and in any event: (a) Within one hundred fifty (150) days after the end of each fiscal year of DGC, DGC an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal year, including a balance sheet and statement of income and surplus, with notes thereon, together with the unqualified audit report and opinion of an independent Certified Public Accountant acceptable to the Required Banks, showing the financial condition of DGC and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, Insurer unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, DGC unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and balance sheet, certified as accurate by an officer of DGC;; and (f) Within forty-five (45) days after the end of each fiscal quarter, quarterly financial statements for each Affiliated Insurer prepared on a Statutory Accounting Basis, in the form required to be filed with the Commissioner; (g) Within twenty (20) days after the end of each calendar month, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of Borrower.

Financial Reports and Other Data. Furnish or cause to be furnished Administrative Agent for distribution to each of the Banks Lenders as soon as available available: (a) and in any event: event within ninety (a) Within one hundred fifty (15090) days after the end of each fiscal year of DGCBorrower, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal yearyear of Borrower, including a consolidated balance sheet and statement consolidated statements of income operations and surplus, with notes thereon, consolidated statements of cash flows together with the unqualified audit report and opinion of an Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to Administrative Agent and the Required BanksLenders, showing the financial condition of DGC and its subsidiaries Borrower at the close of such year and the results of operations during such year; and, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and (i) Parent's consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements of changes, each prepared in accordance with GAAP, not audited but certified by the Chief Executive Officer or the Chief Financial Officer or Controller or a Senior Vice President or Vice President of Accounting of Parent, such balance sheets to be as accurate by an officer of DGC; the end of such quarter and such consolidated statements to be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and year-end adjustment and the preparation of required footnotes, provided however, if Parent files a Form 10-Q (for its) Within with the SEC then the financial statements described above shall be provided to Administrative Agent for distribution to the Lenders within five (5) days of that filing; (ii) a Non-Default Certificate in the form prescribed on Exhibit "E" attached hereto and made a part hereof; and (iii) a Borrowing Base Certificate; and, (c) within forty-five (45) days after the end of each fiscal quarter, quarterly rent rolls and operating statements related to the properties described in the CBL Mortgage; (d) simultaneously with the inclusion of Net Operating Income (loss) from Newly Acquired Property in any financial statements calculation provided for each Affiliated Insurer prepared on a Statutory Accounting Basisin this Loan Agreement, certification, in a form acceptable to Administrative Agent, of the form required purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and Parent, as the case may be, such rent roll and statement of income and expense to be filed with for the Commissioner; twelve (g12) Within month period, if available, used in any such calculation and/or to also be for the period from the beginning of said year to the end of such quarter, as the case may be; (e) and in any event within one hundred twenty (20120) days after the end of each calendar monthfiscal year of Parent, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base an unqualified audit as of the last day close of such calendar month certified fiscal year of Parent, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash flows together with the unqualified audit report and opinion of Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to Administrative Agent, showing the financial condition of Parent at the close of such year and the results of operations during such year provided however, if Parent files a Form 10-K (or its equivalent) with the SEC then such financial statements shall be provided to Administrative Agent for distribution to the Lenders within five (5) days of that filing; (f) , if requested by Administrative Agent (as directed by the Required Lenders) on an officer of annual basis, Borrower's cash flow budgets for the following four (4) fiscal quarters; and (g) such other financial information as Administrative Agent (as directed by the Required Lenders) may reasonably require.

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks Bank as soon as available available: (a) and in any event: event within ninety (a) Within one hundred fifty (15090) days after the end of each fiscal year of DGCBorrower, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal yearyear of Borrower, including a consolidated balance sheet and statement consolidated statements of income operations and surplus, with notes thereon, consolidated statements of cash flows together with the unqualified audit report and opinion of an Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to the Required BanksBank, showing the financial condition of DGC and its subsidiaries Borrower at the close of such year and the results of operations during such year; and, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within within forty-five (45) days after the end of each fiscal quarter, (i) consolidated financial statements similar to those described above for Borrower and for Parent, not audited but certified by the Chief Executive Officer or the Chief Financial Officer or Controller or a Senior Vice President of DGCBorrower and Parent, as the case may be, such financial balance sheets to be as of the end of such quarter and such consolidated statements of operations and consolidated statements of cash flows to include an income statement be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and balance sheetyear-end adjustment and the preparation of required footnotes; (ii) a Non-Default Certificate in the form prescribed on Exhibit "E" attached hereto and made a part hereof; and (iii) a Borrowing Base Certificate; and, certified as accurate by an officer of DGC; (fc) Within within forty-five (45) days after the end of each fiscal quarter, quarterly rent rolls and operating statements related to the properties described in the CBL Mortgage; and, (d) simultaneously with the inclusion of Net Operating Income (loss) from Newly Acquired Property in any financial statements calculation provided for each Affiliated Insurer prepared on a Statutory Accounting Basisin this Loan Agreement, certification, in a form acceptable to Bank, of the form required purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and Parent, as the case may be, such rent roll and statement of income and expense to be filed with for the Commissioner; twelve (g12) Within twenty (20) days after month period, if available, used in any such calculation and/or to also be for the period from the beginning of said year to the end of each calendar monthsuch quarter, a Borrowing Base Certificate substantially in as the form of EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of Borrowercase may be.

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks as (i) As soon as available practicable and in any event: (a) Within one hundred fifty (150) event within 45 days after the end of each fiscal year of DGCthe first three quarterly periods of each Fiscal Year of the Borrower, an unqualified audit deliver to the Administrative Agent and each Lender (A) a consolidated balance sheet of DGC the Borrower and its subsidiaries on a Subsidiaries as at the end of such quarterly period, and related consolidated statements of income, shareholders’ equity, comprehensive income and consolidating basis, as cash flows for such quarterly period and for the period from the beginning of the close current Fiscal Year to the end of such fiscal yearquarterly period, including a balance sheet and statement of income and surplussetting forth in comparative form figures for the corresponding periods in the preceding Fiscal Year, with notes thereon, together with the unqualified audit report and opinion of an independent Certified Public Accountant acceptable to the Required Banks, showing the financial condition of DGC and its subsidiaries at the close of such year and the results of operations during such year, such financial statements all to be in reasonable detail and certified by an Authorized Officer to have been prepared in accordance with GAAP, subject only to changes resulting from normal, recurring year-end adjustments; and (B) computations demonstrating compliance with the provisions of Sections 5.1(1), 5.1(m) and 6.1(a) hereof, certified by an Authorized Officer to be true and correct and to have been prepared from the foregoing quarterly statements; (bii) Within sixty-five (65) As soon as practicable and in any event within 90 days after each Fiscal Year End, deliver to the end Administrative Agent and each Lender (A) a consolidated balance sheet of the Borrower and its Subsidiaries as at such Fiscal Year End, and related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows for such Fiscal Year, setting forth in each fiscal year case in comparative form corresponding figures from the preceding annual statements, all in reasonable detail and satisfactory in scope to the Administrative Agent and each Lender, and audited by and containing (as to the consolidated financial statements) an unqualified opinion of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in independent certified public accountants of national standing as shall be satisfactory to the form Administrative Agent and (B) the computations required to be filed with the Commissionerby Section 5.1(a)(i)(B) hereof; (ciii) Within ninety (90) days after Deliver to the end Administrative Agent and each Lender a copy of each fiscal year report filed by the Borrower with the Securities and Exchange Commission pursuant to Section 13(a) or 14 of DGCthe Securities Exchange Act of 1934, unauditedincluding each Annual Report on Form 10-K, consolidated Quarterly Report on Form 10-Q, Current Report on Form 8-K (except for routine quarterly earnings releases which are available through electronic media dissemination on the internet), and consolidating definitive proxy statement, in each case within 15 days of the filing thereof; and (iv) With reasonable promptness, deliver such additional financial or other data as the Administrative Agent or any Lender may reasonably request. Each Lender is hereby authorized to deliver a copy of any financial statements of DGC; (d) Within one hundred fifty (150) days after or other information relating to the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the business operations or financial condition of such Affiliated Insurer the Borrower and its subsidiaries at the close of Subsidiaries which may be furnished to it or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and balance sheet, certified as accurate by an officer of DGC; (f) Within forty-five (45) days after the end of each fiscal quarter, quarterly financial statements for each Affiliated Insurer prepared on a Statutory Accounting Basis, in the form required to be filed with the Commissioner; (g) Within twenty (20) days after the end of each calendar month, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of BorrowerLender.

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks Bank as soon as available available: (a) and in any event: event within ninety (a) Within one hundred fifty (15090) days after the end of each fiscal year of DGCBorrower, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal yearyear of Borrower, including a consolidated balance sheet and statement consolidated statements of income operations and surplus, with notes thereon, consolidated statements of cash flows together with the unqualified audit report and opinion of an Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to the Required BanksBank, showing the financial condition of DGC and its subsidiaries Borrower at the close of such year and the results of operations during such year; and, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and (i) Parent’s consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements of changes, each prepared in accordance with GAAP, not audited but certified by the Chief Executive Officer or the Chief Financial Officer or Controller or a Senior Vice President or Vice President of Accounting of Parent, such balance sheets to be as accurate by an officer of DGC; the end of such quarter and such consolidated statements to be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and year-end adjustment and the preparation of required footnotes, provided however, if Parent files a Form 10-Q (for its) Within with the SEC then the financial statements described above shall be provided to Bank with five (5) days of that filing; (ii) a Non-Default Certificate in the form prescribed on Exhibit "E" attached hereto and made a part hereof; and (iii) a Borrowing Base Certificate; and, (c) within forty-five (45) days after the end of each fiscal quarter, quarterly rent rolls and operating statements related to the properties described in the CBL Mortgage; (d) simultaneously with the inclusion of Net Operating Income (loss) from Newly Acquired Property in any financial statements calculation provided for each Affiliated Insurer prepared on a Statutory Accounting Basisin this Loan Agreement, certification, in a form acceptable to Bank, of the form required purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and Parent, as the case may be, such rent roll and statement of income and expense to be filed with for the Commissioner; twelve (g12) Within month period, if available, used in any such calculation and/or to also be for the period from the beginning of said year to the end of such quarter, as the case may be; (e) and in any event within one hundred twenty (20120) days after the end of each calendar monthfiscal year of Parent, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base an unqualified audit as of the last day close of such calendar month certified fiscal year of Parent, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash C SGE 450404 v7 2100000-C03120 5/14/2009 flows together with the unqualified audit report and opinion of Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to Bank, showing the financial condition of Parent at the close of such year and the results of operations during such year provided however, if Parent files a Form 10-K (or its equivalent) with the SEC then such financial statements shall be provided to Bank within five (5) days of that filing; (f) , if requested by Bank and on an officer of annual basis, Borrower’s cash flow budgets for the following four (4) fiscal quarters; and (g) such other financial information as Bank may reasonably require.

Financial Reports and Other Data. Furnish Each Obligor shall deliver or cause to be furnished delivered to each of Lender the Banks as soon as available and in any event: (a) Within one hundred fifty (150) days after the end of each fiscal year of DGCfollowing financial information, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal year, including a balance sheet and statement of income and surplus, with notes thereon, together with the unqualified audit report and opinion of an independent Certified Public Accountant acceptable to the Required Banks, showing the financial condition of DGC and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, applicable: a. As soon as of the close of such fiscal year, together with the audit report practicable and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within in any event within forty-five (45) days after the end of each fiscal quarterquarter during the term of this Agreement, internally prepared quarterly and year-to-date management consolidated financial statements of DGCFAS, such financial statements to include an income statement prepared in accordance with GAAP and including a balance sheet, income statement, a statement of cash flows, and containing comparative information for the corresponding quarter and year-to-date of the prior fiscal year, all in form and content reasonably acceptable to Lender and certified by the Authorized Officer of FAS, which statements shall contain such documentation and information to enable Lender to verify compliance with the financial covenants contained in this Agreement. b. As soon as accurate practicable and in any event within one hundred twenty (120) days after each Fiscal Year end of Obligors, audited consolidated Financial Statement of FAS (i) audited in accordance with GAAP by independent certified public accountants of recognized standing reasonably acceptable to Lender; (ii) prepared in reasonable detail in comparative form to the prior fiscal year; (iii) accompanied by a report of such accountants containing an officer opinion in form and content reasonably acceptable to the Lender; and (iv) including a balance sheet, an income statement, a statement of DGC;retained earnings, a statement of cash flows, and all notes and schedules relating thereto. c. Together with each delivery of those items required in clauses (fa) and (b) above, Obligors shall deliver or cause to be delivered to Lender compliance certificates executed by the Authorized Officer of FAS, certifying Obligors' compliance with the terms and conditions of the Loan Agreement and specifically including the financial covenants. The certifications shall contain computations indicting compliance with the financial covenant ratios contained in this Agreement and, stating that to the best such officer's knowledge, each Obligor has kept, observed, performed and fulfilled in all material respects each and every Agreement binding upon it contained in the Loan Documents, and is not at the time in default in any material respect of the keeping, observance, performance or fulfillment of any of the terms, provisions and conditions thereof. d. Lender is hereby authorized to deliver a copy of any financial statements or any other information relating to the business, operations, or financial condition of any Obligor which may be furnished to it or come to its attention pursuant to the Loan Documents or otherwise, to any participating lender, regulatory body or agency having jurisdiction over Lender or to any Person which shall, or shall have the right or obligation to, succeed to all or any part of Lender's interest in the Loan Documents. e. Within fortythirty (30) days after the same are sent, Obligors shall provide copies of all reports and other financial information which any Obligor sends to its public stockholders, and within ten (10) days after filing, copies of all financial statements and non-five confidential reports, including, but not limited to, 10-K and 10-Q filings, which any Obligor may make to, or file with, the Securities and Exchange Commission or any successor or analogous Government Authority. f. Within thirty (4530) days after the end of each fiscal quarteryear of FAS, quarterly financial statements for each Affiliated Insurer prepared on FAS shall deliver a Statutory Accounting Basissummary, in the form required if any exist, of all interest rate protection agreements, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements entered into by any Obligor with sufficient detail to be filed with the Commissioner; (g) Within twenty (20) days after the end enable Lender to determine all potential exposures of each calendar month, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of Borrowerany Obligor thereunder.

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks Bank as soon as available available: (a) and in any event: event within ninety (a) Within one hundred fifty (15090) days after the end of each fiscal year of DGCBorrower, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal yearyear of Borrower, including a consolidated balance sheet and statement consolidated statements of income operations and surplus, with notes thereon, consolidated statements of cash flows together with the unqualified audit report and opinion of an Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to the Required BanksBank, showing the financial condition of DGC and its subsidiaries Borrower at the close of such year and the results of operations during such year; and, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and (i) Parent’s consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements of changes, each prepared in accordance with GAAP, not audited but certified by the Chief Executive Officer or the Chief Financial Officer or Controller or a Senior Vice President or Vice President of Accounting of Parent, such balance sheets to be as accurate by an officer of DGC; the end of such quarter and such consolidated statements to be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and year-end adjustment and the preparation of required footnotes, provided however, if Parent files a Form 10-Q (for its) Within with the SEC then the financial statements described above shall be provided to Bank with five (5) days of that filing; (ii) a Non-Default Certificate in the form prescribed on Exhibit "E" attached hereto and made a part hereof; and (iii) a Borrowing Base Certificate; and, (c) within forty-five (45) days after the end of each fiscal quarter, quarterly rent rolls and operating statements related to the properties described in the CBL Mortgage; (d) simultaneously with the inclusion of Net Operating Income (loss) from Newly Acquired Property in any financial statements calculation provided for each Affiliated Insurer prepared on a Statutory Accounting Basisin this Loan Agreement, certification, in a form acceptable to Bank, of the form required purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and Parent, as the case may be, such rent roll and statement of income and expense to be filed with for the Commissioner; twelve (g12) Within month period, if available, used in any such calculation and/or to also be for the period from the beginning of said year to the end of such quarter, as the case may be; (e) and in any event within one hundred twenty (20120) days after the end of each calendar monthfiscal year of Parent, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base an unqualified audit as of the last day close of such calendar month certified fiscal year of Parent, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash flows together with the unqualified audit report and opinion of Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to Bank, showing the financial condition of Parent at the close of such year and the results of operations during such year provided however, if Parent files a Form 10-K (or its equivalent) with the SEC then such financial statements shall be provided to Bank within five (5) days of that filing; (f) , if requested by Bank and on an officer of annual basis, Borrower’s cash flow budgets for the following four (4) fiscal quarters; and (g) such other financial information as Bank may reasonably require.

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks Bank as soon as available and in any event: (a) Within one hundred fifty (150) days after the end of each fiscal year of DGC, DGC an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal year, including a balance sheet and statement of income and surplus, with notes thereon, together with the unqualified audit report and opinion of an independent Certified Public Accountant acceptable to the Required BanksBank, showing the financial condition of DGC and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, Insurer unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, DGC unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required BanksBank; (e) Within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and balance sheet, certified as accurate by an officer of DGC;; and (f) Within forty-five (45) days after the end of each fiscal quarter, quarterly financial statements for each Affiliated Insurer prepared on a Statutory Accounting Basis, in the form required to be filed with the Commissioner; (g) Within twenty (20) days after the end of each calendar month, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of Borrower.

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks Bank as soon as available available: (a) and in any event: event within ninety (a) Within one hundred fifty (15090) days after the end of each fiscal year of DGCBorrower, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal yearyear of Borrower, including a Consolidated balance sheet and statement Consolidated statements of income operations and surplus, with notes thereon, Consolidated statements of cash flows together with the unqualified audit report and opinion of an Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to the Required BanksBank, showing the financial condition of DGC and its subsidiaries Borrower at the close of such year and the results of operations during such year; and, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within within forty-five (45) days after the end of each fiscal quarter, (i) Consolidated financial statements similar to those described above for Borrower and for CBL Properties, Inc., not audited but certified by the Chief Executive Officer and the Chief Financial Officer or Controller of DGCBorrower and CBL Properties, Inc., as the case may be, such financial balance sheets to be as of the end of such quarter and such Consolidated statements of operations and Consolidated statements of cash flows to include an income statement be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and balance sheetyear-end adjustment and the preparation of required footnotes; and (ii) a Non-Default Certificate in the form prescribed on Exhibit "E" attached hereto and made a part hereof; and, certified as accurate by an officer of DGC; (fc) Within within forty-five (45) days after the end of each fiscal quarter, quarterly financial rent rolls and operating statements for each Affiliated Insurer prepared on a Statutory Accounting Basis, related to the properties described in the form required to be filed with the Commissioner; (g) Within twenty (20) days after the end of each calendar month, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of Borrower.CBL Mortgage; and,

Financial Reports and Other Data. Furnish or cause to be furnished Administrative Agent for distribution to each of the Banks Lenders as soon as available available: (a) and in any event: event within ninety (a) Within one hundred fifty (15090) days after the end of each fiscal year of DGCBorrower, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal yearyear of Borrower, including a consolidated balance sheet and statement consolidated statements of income operations and surplus, with notes thereon, consolidated statements of cash flows together with the unqualified audit report and opinion of an Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to Administrative Agent and the Required BanksLenders, showing the financial condition of DGC and its subsidiaries Borrower at the close of such year and the results of operations during such year; and, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and (i) Parent’s consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements of changes, each prepared in accordance with GAAP, not audited but certified by the Chief Executive Officer or the Chief Financial Officer or Controller or a Senior Vice President or Vice President of Accounting of Parent, such balance sheets to be as accurate by an officer of DGC; the end of such quarter and such consolidated statements to be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and year-end adjustment and the preparation of required footnotes; provided however, if Parent files a Form 10-Q (for its) Within with the SEC then the financial statements described above shall be provided to Administrative Agent for distribution to the Lenders within five (5) days of that filing; (ii) a Non-Default Certificate in the form prescribed on Exhibit “E” attached hereto and made a part hereof; and (iii) a Borrowing Base Certificate; and, (c) within forty-five (45) days after the end of each fiscal quarter, quarterly rent rolls and operating statements related to the properties described in the CBL Mortgage; (d) simultaneously with the inclusion of Net Operating Income (loss) from Newly Acquired Property in any financial statements calculation provided for each Affiliated Insurer prepared on a Statutory Accounting Basisin this Loan Agreement, certification, in a form acceptable to Administrative Agent, of the form required purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and Parent, as the case may be, such rent roll and statement of income and expense to be filed with for the Commissioner; twelve (g12) Within month period, if available, used in any such calculation and/or to also be for the period from the beginning of said year to the end of such quarter, as the case may be; (e) and in any event within one hundred twenty (20120) days after the end of each calendar monthfiscal year of Parent, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base an unqualified audit as of the last day close of such calendar month certified fiscal year of Parent, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash flows together with the unqualified audit report and opinion of Deloitte & Touche, LP, Certified Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to Administrative Agent, showing the financial condition of Parent at the close of such year and the results of operations during such year; provided however, if Parent files a Form 10-K (or its equivalent) with the SEC then such financial statements shall be provided to Administrative Agent for distribution to the Lenders within five (5) days of that filing; (f) if requested by Administrative Agent (as directed by the Required Lenders) on an officer of annual basis, Borrower’s cash flow budgets for the following four (4) fiscal quarters; and (g) such other financial information as Administrative Agent (as directed by the Required Lenders) may reasonably require.

Financial Reports and Other Data. Furnish Deliver or cause to be furnished delivered to each of the Banks as Agent and the Lenders: (i) As soon as available practicable and in any event: (a) Within one hundred fifty (150) days after the end of each fiscal year of DGC, an unqualified audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal year, including a balance sheet and statement of income and surplus, with notes thereon, together with the unqualified audit report and opinion of an independent Certified Public Accountant acceptable to the Required Banks, showing the financial condition of DGC and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within event within ninety (90) days after the end of each fiscal year year, an audited consolidated balance sheet of DGC, unaudited, consolidated the Parent Corporation and consolidating financial its Consolidated Subsidiaries and related statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer income and its subsidiaries, as prescribed by its state of domicile, as of the close of retained earnings and cash flow for such fiscal year, together setting forth in each case in comparative form corresponding figures for the preceding annual period, all satisfactory to the Lenders. All annual financial statements will be consolidated, will be prepared in conformity with GAAP consistently applied and will be in a form satisfactory to the Lenders. In connection with the audit report examination, the independent certified public accountant will issue a letter stating any and opinion all of said independent Certified Public Accountant, showing the financial condition terms of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain this Agreement that are being violated or that there are no qualifications which are unacceptable to the Required Banks;violations. (eii) Within As soon as practicable and in any event within forty-five (45) days after following the end of each fiscal quarterquarter (except for the last fiscal quarter of the Parent Corporation's fiscal year), financial an unaudited consolidated balance sheet for the Parent Corporation and its Consolidated Subsidiaries and related statements of DGCincome and retained earnings and cash flow, such financial statements in each case for the period from the beginning of the then current fiscal year to include an income statement and balance sheet, certified as accurate by an officer of DGC; (f) Within forty-five (45) days after the end of each fiscal such quarter, all in reasonable detail and certified by the chief financial officer of the Parent Corporation to provide a fair presentation of the financial condition of the Parent Corporation and its Consolidated Subsidiaries, subject to normal year end audit adjustments. (iii) As soon as available for each year, copies of all state and federal tax returns filed by each of the Fountain Corporations. (iv) With reasonable promptness, such additional financial or other data as any Lender may reasonably request regarding each Fountain Corporation's operations, business affairs and financial condition. Each Lender and the Agent is hereby authorized by each Fountain Corporation to deliver a copy of such information made available by such corporation to any regulatory authority having jurisdiction over such Lender or the Agent. (v) On a quarterly basis, at the time quarterly financial statements for each Affiliated Insurer are tendered, a Certificate of Compliance prepared on by the Parent Corporation's Chief Financial Officer and certified as to accuracy by such officer of the Parent Corporation and the Borrower (the "Certificate of Compliance"). The Certificate of Compliance shall set forth the Fountain Corporations' status with respect to their compliance with the covenants and other default provisions contained herein or in any other Loan Document. Any default shall be identified with particularity, and the Parent Corporation shall also identify proposed action to be taken by it, the Borrower or such other Fountain Corporation with respect thereto. (vi) If requested by the Required Lenders in writing, an itemized list, to be delivered no more often than once a Statutory Accounting Basismonth, of the Borrower's "Inventory" (as defined in the form required to be Borrower Security Agreement), including without limitation work-in- process Inventory, and "Receivables" (as defined in the Borrower Security Agreement) (the "Monthly Assets Report"). The Monthly Assets Report shall describe with particularity additional equipment, molds, and other Tangible Personal Property (as defined in the Borrower Security Agreement) acquired by the Borrower within the prior calendar month and identify any Tangible Personal Property disposed of within the prior calendar month and shall identify and federal trademark registration applications and patent applications filed with during the Commissioner; (g) Within twenty (20) days after the end of each preceding calendar month, a Borrowing Base Certificate substantially . The Borrower shall at all times maintain an aggregate value of Inventory (as defined in the form Borrower Security Agreement) and Receivables (as defined in the Borrower Security Agreement) of EXHIBIT "E" attached hereto stating at least Five Million Five Hundred Thousand Dollars ($5,500,000). Compliance with this covenant shall be established once each month through the Borrowing Base as Monthly Assets Report and more frequently, upon request of the last day of such calendar month certified by an officer of BorrowerRequired Lenders.

Financial Reports and Other Data. Furnish or cause Borrower and General Partner shall furnish to be furnished to each of the Banks Bank as soon as available and in any event: event within ninety (a) Within one hundred fifty (15090) days after the end of each fiscal year of DGC, Borrower and the General Partner an unqualified consolidated audit of DGC and its subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal yearyear of Borrower and the General Partner, including a consolidated balance sheet and statement of income and surplus, with notes thereon, surplus of Borrower and the General Partner together with the unqualified audit report and opinion of an independent Arthur Andersen, LLP, Certified Public Accountant acceptable to the Required BanksAccountant, or other independexx Xxxtxxxxx Xxblic Accountant, showing the consolidated financial condition of DGC Borrower and its subsidiaries the General Partner at the close of such year and the results of operations during such year, such financial statements to be prepared in accordance with GAAP; (b) Within sixty-five (65) days after the end of each fiscal year of each Affiliated Insurerand, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner; (c) Within ninety (90) days after the end of each fiscal year of DGC, unaudited, consolidated and consolidating financial statements of DGC; (d) Within one hundred fifty (150) days after the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within forty-within forty five (45) days after the end of each fiscal quarter, financial statements similar to those described above for Borrower and the General Partner, not audited but certified by the Chief Financial Officer of DGCBorrower, such financial balance sheets to be as of the end of such quarter and such statements of income and surplus to include an income statement be for the period from the beginning of said year to the end of such quarter, in each case subject only to audit and balance sheetyear-end adjustment. Additionally, certified as accurate by an officer of DGC; (f) Within within forty-five (45) days after the end of each fiscal quarter, quarterly financial statements for each Affiliated Insurer prepared on a Statutory Accounting Basis, in the form required to be filed with the Commissioner; (g) Within twenty (20) days after the end of each calendar monthquarter end, furnish Bank the 10-Q statements required under SEC reporting guidelines. Bank may also periodically require, and Borrower shall furnish, other reports, including, but not limited to, rental and occupancy reports, individual project reports and expenses, depreciation schedules or tax returns. In addition, Borrower will furnish to the Bank on a Borrowing Base quarterly basis, the Compliance Certificate substantially in the form of attached hereto as EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of Borrower.B."

Financial Reports and Other Data. Furnish or cause to be furnished to each of the Banks as (i) As soon as available practicable and in any event: (a) Within one hundred fifty (150) event within 45 days after the end of each fiscal year of DGCthe first three quarterly periods of each Fiscal Year of the Borrower, an unqualified audit deliver to the Administrative Agent and each Lender (A) a consolidated balance sheet of DGC the Borrower and its subsidiaries on a Subsidiaries as at the end of such quarterly period, and related consolidated statements of income, shareholders’ equity, comprehensive income and consolidating basis, as cash flows for such quarterly period and for the period from the beginning of the close current Fiscal Year to the end of such fiscal yearquarterly period, including a balance sheet and statement of income and surplussetting forth in comparative form figures for the corresponding periods in the preceding Fiscal Year, with notes thereon, together with the unqualified audit report and opinion of an independent Certified Public Accountant acceptable to the Required Banks, showing the financial condition of DGC and its subsidiaries at the close of such year and the results of operations during such year, such financial statements all to be in reasonable detail and certified by an Authorized Officer to have been prepared in accordance with GAAP, subject only to changes resulting from normal, recurring year end adjustments; and (B) computations demonstrating compliance with the provisions of Sections 5.1(1), 5.1(m) and 6.1(a) hereof, certified by an Authorized Officer to be true and correct and to have been prepared from the foregoing quarterly statements; (bii) Within sixty-five (65) As soon as practicable and in any event within 90 days after each Fiscal Year End, deliver to the end Administrative Agent and each Lender (A) a consolidated balance sheet of the Borrower and its Subsidiaries as at such Fiscal Year End, and related consolidated statements of income, shareholders’ equity, comprehensive income and cash flows for such Fiscal Year, setting forth in each fiscal year case in comparative form corresponding figures from the preceding annual statements, all in reasonable detail and satisfactory in scope to the Administrative Agent and each Lender, and audited by and containing (as to the consolidated financial statements) an unqualified opinion of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in independent certified public accountants of national standing as shall be satisfactory to the form Administrative Agent and (B) the computations required to be filed with the Commissionerby Section 5.1(a)(i)(B) hereof; (ciii) Within ninety (90) days after Deliver to the end Administrative Agent and each Lender a copy of each fiscal year report filed by the Borrower with the Securities and Exchange Commission pursuant to Section 13(a) or 14 of DGCthe Securities Exchange Act of 1934, unauditedincluding each Annual Report on Form 10 K, consolidated Quarterly Report on Form 10 Q, Current Report on Form 8 K (except for routine quarterly earnings releases which are available through electronic media dissemination on the internet), and consolidating definitive proxy statement, in each case within 15 days of the filing thereof; and (iv) With reasonable promptness, deliver such additional financial or other data as the Administrative Agent or any Lender may reasonably request. Each Lender is hereby authorized to deliver a copy of any financial statements of DGC; (d) Within one hundred fifty (150) days after or other information relating to the end of each fiscal year of each Affiliated Insurer, an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of said independent Certified Public Accountant, showing the business operations or financial condition of such Affiliated Insurer the Borrower and its subsidiaries at the close of Subsidiaries which may be furnished to it or come to its attention pursuant to this Agreement or otherwise, to any regulatory body or agency having jurisdiction over such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Required Banks; (e) Within forty-five (45) days after the end of each fiscal quarter, financial statements of DGC, such financial statements to include an income statement and balance sheet, certified as accurate by an officer of DGC; (f) Within forty-five (45) days after the end of each fiscal quarter, quarterly financial statements for each Affiliated Insurer prepared on a Statutory Accounting Basis, in the form required to be filed with the Commissioner; (g) Within twenty (20) days after the end of each calendar month, a Borrowing Base Certificate substantially in the form of EXHIBIT "E" attached hereto stating the Borrowing Base as of the last day of such calendar month certified by an officer of BorrowerLender.