Common use of Financial Reports and Other Data Clause in Contracts

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) to the Bank as soon as available, and in any event within ninety (90) days after the end of each fiscal year of Guarantor, consolidated and consolidating balance sheets and statements of income and surplus of Guarantor which have been audited and certified by an independent Certified Public Accountant acceptable to the Bank, showing the financial condition of Guarantor and at the close of such year and the results of operations during such year; and, within forty-five (45) days after the end of each quarter, financial statements similar to those mentioned above, on a consolidated and consolidating basis, not audited but certified by the Treasurer or other appropriate financial officer (“Certifying Officer”) of Guarantor, such balance sheets to be as of the end of each such 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 quarter, in each case subject only to audit and year-end adjustment. The certificate of the Certifying Officer shall state that the attached financial statement, together with any explanatory notes therein referred to and attached thereto, is correct and complete and fairly presents the financial condition of the Guarantor as of the date of the financial statement, and the results of its operations for the period ending on the date reflected in said financial statement; and that, with respect to year-end statements, such financial statements have been prepared in accordance with GAAP and with respect to quarterly statements, such financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available to Bank for no charge via a publicly-accessible website, the timely posting by Guarantor of such financial statements and information shall satisfy the requirements of this Section 6.5.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) to the Bank as soon as available, and in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of Guarantor, 10-K, consolidated and consolidating balance sheets and statements of income and surplus of Guarantor which have been audited and certified unqualified by an independent Certified Public Accountant acceptable to the Bank, showing the financial condition of Guarantor and at the close of such year and the results of operations during such year; and, within forty-five (45) days after the end of each quarterthe first three quarters of the fiscal year of the Guarantor (but not the fourth quarter of the fiscal year of the Guarantor), 10-Q and financial statements similar to those mentioned above, on a consolidated and consolidating basis, not audited but certified by the Treasurer or other appropriate financial officer (“Certifying Officer”) an Authorized Agent of Guarantor, such balance sheets to be as of the end of each such 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 quarter, in each case subject only to audit and year-end adjustment. The certificate of the Certifying Officer Authorized Agent shall state that the attached financial statement, together with any explanatory notes therein referred to and attached thereto, is correct and complete and fairly presents the financial condition of the Guarantor as of the date of the financial statement, and the results of its operations for the period ending on the date reflected in said financial statement; and that, with respect to year-end statements, that such financial statements have statement has been prepared in accordance with GAAP and GAAP. Guarantor shall also provide to the Bank, concurrently with respect to quarterly statements, such the financial statements are in compliance with applicable United States Securities of the Guarantor, and Exchange Commission regulations. Notwithstanding from time to time, as reasonably requested by the foregoingBank, for so long as Guarantor is a publicly-traded company and such the financial statements of each Guarantor certified as true and information or correct, to the equivalent thereof are readily available to Bank for no charge via a publicly-accessible websitetheir respective knowledge, the timely posting by Guarantor of such financial statements and information shall satisfy the requirements of this Section 6.5each Guarantor.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) to the Bank as soon as available, : (a) and in any event within ninety (90) days after the end of each fiscal year of GuarantorBorrower, an unqualified audit as of the close of such fiscal year of Borrower, including a consolidated balance sheet and consolidating balance sheets and consolidated statements of income operations and surplus consolidated statements of Guarantor which have been audited cash flows together with the unqualified audit report and certified by an 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 the Bank, showing the financial condition of Guarantor and Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, financial (i) Parent’s consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements similar to those mentioned aboveof changes, on a consolidated and consolidating basiseach prepared in accordance with GAAP, not audited but certified by the Treasurer Chief Executive Officer or other appropriate financial officer (“Certifying Officer”) the Chief Financial Officer or Controller or a Senior Vice President or Vice President of GuarantorAccounting of Parent, such balance sheets to be as of the end of each such quarter, quarter and such consolidated statements of income and surplus to be for the period from the beginning of the fiscal said year to the end of such quarter, in each case subject only to audit and year-end adjustment. The certificate adjustment and the preparation of required footnotes, provided however, if Parent files a Form 10-Q (or its) 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, 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 calculation provided for in this Loan Agreement, certification, in a form acceptable to Bank, of the Certifying Officer shall state that the attached financial 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 for the twelve (12) 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 (120) days after the end of each fiscal year of Parent, an unqualified audit as of the close of such 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 any explanatory notes therein referred 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 and attached theretoBank, is correct and complete and fairly presents showing the financial condition of Parent at the Guarantor as close of the date of the financial statement, such year and the results of operations during such year provided however, if Parent files a Form 10-K (or its operations for equivalent) with the period ending on the date reflected in said financial statement; and that, with respect to year-end statements, SEC then such financial statements have been prepared in accordance with GAAP and with respect to quarterly statements, such financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available shall be provided to Bank within five (5) days of that filing; (f) , if requested by Bank and on an annual basis, Borrower’s cash flow budgets for no charge via a publicly-accessible website, the timely posting by Guarantor of following four (4) fiscal quarters; and (g) such other financial statements and information shall satisfy the requirements of this Section 6.5as Bank may reasonably require.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) to the Bank as soon as available, and in any event within ninety (90) days after the end of each fiscal year of Guarantor, consolidated and consolidating balance sheets and statements of income and surplus of Guarantor which have been audited and certified by an independent Certified Public Accountant acceptable to the Bank, showing the financial condition of Guarantor and at the close of such year and the results of operations during such year; and, within forty-five (45) days after the end of each quarter, financial statements similar to those mentioned above, on a consolidated and consolidating basis, not audited but certified by the Treasurer or other appropriate financial officer (“Certifying Officer”) of Guarantor, such balance sheets to be as of the end of each such 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 quarter, in each case subject only to audit and year-end adjustment. The certificate of the Certifying Officer shall state that the attached financial statement, together with any explanatory notes therein referred to and attached thereto, is correct and complete and fairly presents the financial condition of the Guarantor as of the date of the financial statement, and the results of its operations for the period ending on the date reflected in said financial statement; and that, with respect to year-end statements, such financial statements have been prepared in accordance with GAAP and with respect to quarterly statements, such financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available to Bank for no charge via a publicly-accessible website, the timely posting by Guarantor of such financial statements and information shall satisfy the requirements of this Section 6.5.. 14

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) to the Bank as soon as available, : (a) and in any event within ninety (90) days after the end of each fiscal year of GuarantorBorrower, an unqualified audit as of the close of such fiscal year of Borrower, including a consolidated balance sheet and consolidating balance sheets and consolidated statements of income operations and surplus consolidated statements of Guarantor which have been audited cash flows together with the unqualified audit report and certified by an 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 the Bank, showing the financial condition of Guarantor and Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, (i) consolidated financial statements similar to those mentioned above, on a consolidated described above for Borrower and consolidating basisfor Parent, not audited but certified by the Treasurer Chief Executive Officer or other appropriate financial officer (“Certifying Officer”) the Chief Financial Officer or Controller or a Senior Vice President of GuarantorBorrower and Parent, as the case may be, such balance sheets to be as of the end of each such quarter, quarter and such consolidated statements of income operations and surplus consolidated statements of cash flows to be for the period from the beginning of the fiscal said year to the end of such quarter, in each case subject only to audit and year-end adjustment. The certificate 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, (c) within forty-five (45) days after the end of each fiscal quarter, 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 calculation provided for in this Loan Agreement, certification, in a form acceptable to Bank, of the Certifying Officer shall state that the attached financial purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, together with 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 for the twelve (12) month period, if available, used in any explanatory notes therein referred such calculation and/or to and attached thereto, is correct and complete and fairly presents the financial condition of the Guarantor as of the date of the financial statement, and the results of its operations also be for the period ending on from the date reflected in beginning of said financial statement; and that, with respect year to year-the end statements, such financial statements have been prepared in accordance with GAAP and with respect to quarterly statements, such financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available to Bank for no charge via a publicly-accessible website, the timely posting by Guarantor of such financial statements and information shall satisfy quarter, as the requirements of this Section 6.5case may be.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) Borrower and General Partner shall furnish to the Bank as soon as available, available and in any event within ninety (90) days after the end of each fiscal year of GuarantorBorrower and the General Partner an unqualified consolidated audit as of the close of such fiscal year of Borrower and the General Partner, including a consolidated balance sheet and consolidating balance sheets and statements statement of income and surplus of Guarantor which have been audited Borrower and certified by an independent the General Partner together with the unqualified audit report and opinion of Arthur Andersen, LLP, Certified Public Accountant acceptable to the BankAccountant, or other independexx Xxxtxxxxx Xxblic Accountant, showing the consolidated financial condition of Guarantor Borrower and the General Partner at the close of such year and the results of operations during such year; , and, within forty-forty five (45) days after the end of each fiscal quarter, financial statements similar to those mentioned above, on a consolidated described above for Borrower and consolidating basisthe General Partner, not audited but certified by the Treasurer or other appropriate financial officer (“Certifying Officer”) Chief Financial Officer of GuarantorBorrower, such balance sheets to be as of the end of each such quarter, quarter and such statements of income and surplus to be for the period from the beginning of the fiscal said year to the end of such quarter, in each case subject only to audit and year-end adjustment. The certificate Additionally, within forty-five (45) days of each calendar quarter end, furnish Bank the Certifying Officer shall state that the attached financial statement, together with any explanatory notes therein referred to and attached thereto, is correct and complete and fairly presents the financial condition of the Guarantor as of the date of the financial statement10-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 results of its operations for the period ending Bank on the date reflected in said financial statement; and that, with respect to year-end statements, such financial statements have been prepared in accordance with GAAP and with respect to a quarterly statements, such financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available to Bank for no charge via a publicly-accessible websitebasis, the timely posting by Guarantor of such financial statements and information shall satisfy the requirements of this Section 6.5.Compliance Certificate attached hereto as EXHIBIT "B."

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) to the Bank as soon as available, : (a) and in any event within ninety (90) days after the end of each fiscal year of GuarantorBorrower, consolidated an unqualified audit as of the close of such fiscal year of Borrower, including a Consolidated balance sheet and consolidating balance sheets and Consolidated statements of income operations and surplus Consolidated statements of Guarantor which have been audited cash flows together with the unqualified audit report and certified by an 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 the Bank, showing the financial condition of Guarantor and Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, (i) Consolidated financial statements similar to those mentioned abovedescribed above for Borrower and for CBL Properties, on a consolidated and consolidating basisInc., not audited but certified by the Treasurer Chief Executive Officer and the Chief Financial Officer or other appropriate financial officer (“Certifying Officer”) Controller of GuarantorBorrower and CBL Properties, Inc., as the case may be, such balance sheets to be as of the end of each such quarter, quarter and such Consolidated statements of income operations and surplus Consolidated statements of cash flows to be for the period from the beginning of the fiscal said year to the end of such quarter, in each case subject only to audit and year-end adjustment. The certificate 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, (c) within forty-five (45) days after the end of each fiscal quarter, 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 calculation provided for in this Loan Agreement, certification, in a form acceptable to Bank, of the Certifying Officer shall state that the attached financial purchase price for such Newly Acquired Property and a current rent roll and a current income and expense statement, together with similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and CBL Properties, Inc., as the case may be, such rent roll and statement of income and expense to be for the twelve (12) month period, if available, used in any explanatory notes therein referred such calculation and/or to and attached thereto, is correct and complete and fairly presents the financial condition of the Guarantor as of the date of the financial statement, and the results of its operations also be for the period ending on from the date reflected in beginning of said financial statement; and that, with respect year to year-the end statements, such financial statements have been prepared in accordance with GAAP and with respect to quarterly statements, such financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available to Bank for no charge via a publicly-accessible website, the timely posting by Guarantor of such financial statements and information shall satisfy quarter, as the requirements of this Section 6.5case may be.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) Administrative Agent for distribution to the Bank Lenders as soon as available, : (a) and in any event within ninety (90) days after the end of each fiscal year of GuarantorBorrower, an unqualified audit as of the close of such fiscal year of Borrower, including a consolidated balance sheet and consolidating balance sheets and consolidated statements of income operations and surplus consolidated statements of Guarantor which have been audited cash flows together with the unqualified audit report and certified by an 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 and the BankLenders, showing the financial condition of Guarantor and Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, financial (i) Parent’s consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements similar to those mentioned aboveof changes, on a consolidated and consolidating basiseach prepared in accordance with GAAP, not audited but certified by the Treasurer Chief Executive Officer or other appropriate financial officer (“Certifying Officer”) the Chief Financial Officer or Controller or a Senior Vice President or Vice President of GuarantorAccounting of Parent, such balance sheets to be as of the end of each such quarter, quarter and such consolidated statements of income and surplus to be for the period from the beginning of the fiscal said year to the end of such quarter, in each case subject only to audit and year-end adjustment. The certificate adjustment and the preparation of required footnotes; provided however, if Parent files a Form 10-Q (or its) 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, 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 calculation provided for in this Loan Agreement, certification, in a form acceptable to Administrative Agent, of the Certifying Officer shall state that the attached financial 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 for the twelve (12) 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 (120) days after the end of each fiscal year of Parent, an unqualified audit as of the close of such fiscal year of Parent, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash flows together with any explanatory notes therein referred 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 and attached theretoAdministrative Agent, is correct and complete and fairly presents showing the financial condition of Parent at the Guarantor as close of the date of the financial statement, such year and the results of operations during such year; provided however, if Parent files a Form 10-K (or its operations for equivalent) with the period ending on the date reflected in said financial statement; and that, with respect to year-end statements, SEC then such financial statements have been prepared in accordance with GAAP 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 annual basis, Borrower’s cash flow budgets for the following four (4) fiscal quarters; and with respect to quarterly statements, (g) such other financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding information as Administrative Agent (as directed by the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available to Bank for no charge via a publicly-accessible website, the timely posting by Guarantor of such financial statements and information shall satisfy the requirements of this Section 6.5Required Lenders) may reasonably require.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) Administrative Agent for distribution to the Bank Lenders as soon as available, : (a) and in any event within ninety (90) days after the end of each fiscal year of GuarantorBorrower, an unqualified audit as of the close of such fiscal year of Borrower, including a consolidated balance sheet and consolidating balance sheets and consolidated statements of income operations and surplus consolidated statements of Guarantor which have been audited cash flows together with the unqualified audit report and certified by an 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 and the BankLenders, showing the financial condition of Guarantor and Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, financial (i) Parent's consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements similar to those mentioned aboveof changes, on a consolidated and consolidating basiseach prepared in accordance with GAAP, not audited but certified by the Treasurer Chief Executive Officer or other appropriate financial officer (“Certifying Officer”) the Chief Financial Officer or Controller or a Senior Vice President or Vice President of GuarantorAccounting of Parent, such balance sheets to be as of the end of each such quarter, quarter and such consolidated statements of income and surplus to be for the period from the beginning of the fiscal said year to the end of such quarter, in each case subject only to audit and year-end adjustment. The certificate adjustment and the preparation of required footnotes, provided however, if Parent files a Form 10-Q (or its) 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, 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 calculation provided for in this Loan Agreement, certification, in a form acceptable to Administrative Agent, of the Certifying Officer shall state that the attached financial 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 for the twelve (12) 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 (120) days after the end of each fiscal year of Parent, an unqualified audit as of the close of such fiscal year of Parent, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash flows together with any explanatory notes therein referred 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 and attached theretoAdministrative Agent, is correct and complete and fairly presents showing the financial condition of Parent at the Guarantor as close of the date of the financial statement, such year and the results of operations during such year provided however, if Parent files a Form 10-K (or its operations for equivalent) with the period ending on the date reflected in said financial statement; and that, with respect to year-end statements, SEC then such financial statements have been prepared in accordance with GAAP 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 annual basis, Borrower's cash flow budgets for the following four (4) fiscal quarters; and with respect to quarterly statements, (g) such other financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding information as Administrative Agent (as directed by the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available to Bank for no charge via a publicly-accessible website, the timely posting by Guarantor of such financial statements and information shall satisfy the requirements of this Section 6.5Required Lenders) may reasonably require.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) to the Bank Lender as soon as available, and in any event event: (A) within ninety (90) days after the end of each fiscal year of GuarantorFiscal Year, a consolidated balance sheet and consolidating balance sheets and statements statement of income and surplus of Guarantor Eastside and its Subsidiaries which have been audited and certified by an independent Certified Public Accountant acceptable to the Bankcertified public accountant, showing the financial condition of Guarantor Eastside and its Subsidiaries, on a consolidated basis, at the close of such year Fiscal Year and the results of operations during such year; and, (B) within forty-forty five (45) days after the end of each quarterof the first three Fiscal Quarters of each Fiscal Year, consolidated financial statements similar to those mentioned abovefor Eastside and its Subsidiaries, on a consolidated and consolidating basis, not audited but certified by the President or Treasurer or other appropriate financial officer (“Certifying Officer”) of GuarantorEastside 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 each such quarterFiscal Quarter, and such statements of income and surplus to be for the period from the beginning of the fiscal year Fiscal Year to the end of such quarterFiscal Quarter, in each case subject only to audit and year-end adjustment. The certificate ; (C) within thirty (30) days after the end of each calendar month, consolidated financial statements for Eastside and its Subsidiaries, certified by the Certifying Officer shall state that the attached President or Treasurer or other appropriate financial statement, together with any explanatory notes therein referred to and attached thereto, is correct and complete and officer of Eastside as fairly presents presenting in all material respects the financial condition 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 Guarantor absence of footnotes, such balance sheets to be as of the date 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); (E) within forty five (45) days after the end of each Fiscal Quarter, 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 statementstatements 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 B attached hereto and the results of its operations for the period ending on the date reflected in said made a part hereof; (G) updated financial statementstatements and/or balance sheets from time to time upon Lender’s request; and that(H) within thirty (30) days after the end of each calendar month, with respect to year-end statements, such bank statements for all deposit accounts of Borrowers maintained outside of Live Oak Bank. All financial statements have been prepared and provided to Lender pursuant to this Section 5.05 shall be prepared in accordance with GAAP and with respect to quarterly 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 financial statements documents are included in compliance materials otherwise filed with applicable United States Securities the SEC) may be delivered electronically and Exchange Commission regulations. Notwithstanding if so delivered, shall be deemed to have been delivered on the foregoingdate on which Borrower posts such documents, for so long as Guarantor is or provides a publicly-traded company and such financial statements and information or link thereto, on Borrower’s website on the equivalent thereof are readily available to Bank for no charge via a publicly-accessible website, the timely posting by Guarantor of such financial statements and information shall satisfy the requirements of this Section 6.5internet at Borrower’s website address.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) to the Bank as soon as available, : (a) and in any event within ninety (90) days after the end of each fiscal year of GuarantorBorrower, an unqualified audit as of the close of such fiscal year of Borrower, including a consolidated balance sheet and consolidating balance sheets and consolidated statements of income operations and surplus consolidated statements of Guarantor which have been audited cash flows together with the unqualified audit report and certified by an 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 the Bank, showing the financial condition of Guarantor and Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, financial (i) Parent’s consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements similar to those mentioned aboveof changes, on a consolidated and consolidating basiseach prepared in accordance with GAAP, not audited but certified by the Treasurer Chief Executive Officer or other appropriate financial officer (“Certifying Officer”) the Chief Financial Officer or Controller or a Senior Vice President or Vice President of GuarantorAccounting of Parent, such balance sheets to be as of the end of each such quarter, quarter and such consolidated statements of income and surplus to be for the period from the beginning of the fiscal said year to the end of such quarter, in each case subject only to audit and year-end adjustment. The certificate adjustment and the preparation of required footnotes, provided however, if Parent files a Form 10-Q (or its) 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, 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 calculation provided for in this Loan Agreement, certification, in a form acceptable to Bank, of the Certifying Officer shall state that the attached financial 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 for the twelve (12) 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 (120) days after the end of each fiscal year of Parent, an unqualified audit as of the close of such fiscal year of Parent, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash flows together with any explanatory notes therein referred 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 and attached theretoBank, is correct and complete and fairly presents showing the financial condition of Parent at the Guarantor as close of the date of the financial statement, such year and the results of operations during such year provided however, if Parent files a Form 10-K (or its operations for equivalent) with the period ending on the date reflected in said financial statement; and that, with respect to year-end statements, SEC then such financial statements have been prepared in accordance with GAAP and with respect to quarterly statements, such financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available shall be provided to Bank within five (5) days of that filing; (f) , if requested by Bank and on an annual basis, Borrower’s cash flow budgets for no charge via a publicly-accessible website, the timely posting by Guarantor of following four (4) fiscal quarters; and (g) such other financial statements and information shall satisfy the requirements of this Section 6.5as Bank may reasonably require.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) Administrative Agent for distribution to the Bank Lenders as soon as available, : (a) and in any event within ninety (90) days after the end of each fiscal year of GuarantorBorrower, an unqualified audit as of the close of such fiscal year of Borrower, including a consolidated balance sheet and consolidating balance sheets and consolidated statements of income operations and surplus consolidated statements of Guarantor which have been audited cash flows together with the unqualified audit report and certified by an 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 and the BankLenders, showing the financial condition of Guarantor and Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, financial (i) Parent's consolidated balance sheet, consolidated statement of income and retained earnings and consolidated statements similar to those mentioned aboveof changes, on a consolidated and consolidating basiseach prepared in accordance with GAAP, not audited but certified by the Treasurer Chief Executive Officer or other appropriate financial officer (“Certifying Officer”) the Chief Financial Officer or Controller or a Senior Vice President or Vice President of GuarantorAccounting of Parent, such balance sheets to be as of the end of each such quarter, quarter and such consolidated statements of income and surplus to be for the period from the beginning of the fiscal said year to the end of such quarter, in each case subject only to audit and year-end adjustment. The certificate adjustment and the preparation of required footnotes; provided however, if Parent files a Form 10-Q (or its equivalent) 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, 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 calculation provided for in this Loan Agreement, certification, in a form acceptable to Administrative Agent, of the Certifying Officer shall state that the attached financial 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 for the twelve (12) 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 (120) days after the end of each fiscal year of Parent, an unqualified audit as of the close of such fiscal year of Parent, including a consolidated balance sheet and consolidated statements of operations and consolidated statements of cash flows together with any explanatory notes therein referred 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 and attached theretoAdministrative Agent, is correct and complete and fairly presents showing the financial condition of Parent at the Guarantor as close of the date of the financial statement, such year and the results of operations during such year; provided however, if Parent files a Form 10-K (or its operations for equivalent) with the period ending on the date reflected in said financial statement; and that, with respect to year-end statements, SEC then such financial statements have been prepared in accordance with GAAP 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 annual basis, Borrower's cash flow budgets for the following four (4) fiscal quarters; and with respect to quarterly statements, (g) such other financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding information as Administrative Agent (as directed by the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available to Bank for no charge via a publicly-accessible website, the timely posting by Guarantor of such financial statements and information shall satisfy the requirements of this Section 6.5Required Lenders) may reasonably require.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) to the Bank as soon as available, : (a) and in any event within ninety (90) days after the end of each fiscal year of GuarantorBorrower and Lakeshore, consolidated respectively, an unqualified audit as of the close of such fiscal year of Borrower and consolidating Lakeshore, including a balance sheets sheet and statements statement of income and surplus of Guarantor which have been audited Borrower and certified by an Lakeshore together with the unqualified audit report and opinion of Arthur Andersen Cxxxxxx, Xxxxxxxed Public Accountant, or other independent Certified Public Accountant which is widely recognized and of good national repute or which is otherwise acceptable to the Bank, showing the financial condition of Guarantor and Borrower at the close of such year and the results of operations during such year; and, (b) within forty-five (45) days after the end of each fiscal quarter, (i) financial statements similar to those mentioned abovedescribed above for Borrower and for CBL Properties, on a consolidated and consolidating basisInc., not audited but certified by the Treasurer Chief Financial Officer or other appropriate financial officer (“Certifying Officer”) Controller of GuarantorBorrower and CBL Properties, Inc., as the case may be, such balance sheets to be as of the end of each such quarter, quarter and such statements of income and surplus to be for the period from the beginning of the fiscal said year to the end of such quarter, in each case subject only to audit and year-end adjustment. The certificate adjustment and the preparation of required footnotes; and (ii) a Non-Default Certificate in the Certifying Officer shall state that form prescribed on EXHIBIT "E" Attached hereto and made a part hereof; and, (c) within thirty (30) days after the attached end of each fiscal quarter, 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 calculation provided for in this Loan Agreement, a current rent roll and a current income and expense statement, together with similar to those described above, not audited but certified by the Chief Financial Officer or Controller of Borrower and CBL Properties, Inc., as the case may be, such rent roll and statement of income and expense to be for the twelve (12) month period used in any explanatory notes therein referred such calculation and/or to and attached thereto, is correct and complete and fairly presents the financial condition of the Guarantor as of the date of the financial statement, and the results of its operations also be for the period ending on from the date reflected in beginning of said financial statement; and that, with respect year to year-the end statements, such financial statements have been prepared in accordance with GAAP and with respect to quarterly statements, such financial statements are in compliance with applicable United States Securities and Exchange Commission regulations. Notwithstanding the foregoing, for so long as Guarantor is a publicly-traded company and such financial statements and information or the equivalent thereof are readily available to Bank for no charge via a publicly-accessible website, the timely posting by Guarantor of such financial statements and information shall satisfy quarter, as the requirements of this Section 6.5case may be.

Financial Reports and Other Data. Furnish (or cause the Guarantor to furnish) to the Bank Lender as soon as available, and in any event event: (A) within ninety (90) days after the end of each fiscal year of GuarantorFiscal Year, an audited consolidated balance sheet and consolidating balance sheets and statements statement of income and surplus of Guarantor which have been audited Eastside and certified by an independent Certified Public Accountant acceptable to the Bankits Subsidiaries, showing the financial condition of Guarantor Eastside and its Subsidiaries on a consolidated basis at the close of such year Fiscal Year and the results of operations during such year, prepared by independent certified public accountants selected by the Borrowers; and, (B) within forty-forty five (45) days after the end of each quarterof the first three Fiscal Quarters of each Fiscal Year, consolidated financial statements similar to those mentioned abovefor Eastside and its Subsidiaries, on a consolidated and consolidating basis, not audited but certified by the President or Treasurer or other appropriate financial officer (“Certifying Officer”) of GuarantorEastside 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 each such quarterFiscal Quarter, and such statements of income and surplus to be for the period from the beginning of the fiscal year Fiscal Year to the end of such quarterFiscal Quarter, in each case subject only to audit and year-end adjustment. The certificate ; (C) within thirty (30) days after the end of each calendar month, consolidated financial statements for Eastside and its Subsidiaries, certified by the Certifying Officer shall state that the attached President or Treasurer or other appropriate financial statement, together with any explanatory notes therein referred to and attached thereto, is correct and complete and officer of Eastside as fairly presents presenting in all material respects the financial condition 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 Guarantor absence of footnotes, such balance sheets to be as of the date 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 listing of any warehouses or bailees holding Eligible Inventory) for the Borrowers; (F) concurrently with the delivery of the financial statementstatements 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 B attached hereto 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 results end of its operations each calendar month, bank statements for the period ending on the date reflected in said financial statementall deposit accounts of Borrowers maintained outside of Live Oak Bank; and that(I) within thirty (30) days of the timely filing thereof, copies of all tax returns filed by any Borrower with respect to year-end statementsthe U.S. Internal Revenue Service or other federal, such state or local taxing authority. All financial statements have been prepared and provided to Lender pursuant to this Section 5.05 shall be prepared in accordance with GAAP and with respect to quarterly 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 financial statements documents are included in compliance materials otherwise filed with applicable United States Securities the SEC) may be delivered electronically and Exchange Commission regulations. Notwithstanding if so delivered, shall be deemed to have been delivered on the foregoingdate on which Borrowers post such documents, for so long as Guarantor is or provides a publicly-traded company and link thereto, on such financial statements and information or Borrower’s website on the equivalent thereof are readily available internet at such Borrower’s website address.” Modification to Bank for no charge via a publicly-accessible website, the timely posting by Guarantor of such financial statements and information shall satisfy the requirements of this Section 6.5.Loan Agreement