Common use of Financial Statements and other Reporting Requirements Clause in Contracts

Financial Statements and other Reporting Requirements. The Borrower shall furnish to the Lender: (a) as soon as practicable, but in any event not later than one hundred five (105) days after the end of each fiscal year of the Borrower (provided, however, that if such document is required to be delivered to the Securities and Exchange Commission prior to such date such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), the consolidated balance sheet of the Borrowers and their Subsidiaries, and the consolidating balance sheet of the Borrowers and their Subsidiaries each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and, upon the Lender’s request, the consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with GAAP, and certified (with respect to the consolidated financial statements only) without qualification and without an expression of uncertainty as to the ability of each of the Borrowers or any of their Subsidiaries to continue as going concerns, by independent certified public accountants satisfactory to the Lender (it being understood that to the extent the Borrowers’ Form 10-K filed with the Securities and Exchange Commission within such 105 day period contains all of the foregoing information, the Borrowers’ providing a copy of such Form 10-K and any document incorporated therein by reference to the Lender shall be sufficient); (b) as soon as practicable, but in any event not later than sixty (60) days after the end of each of the fiscal quarters of the Borrower (provided, however, that if such document is required to be delivered to the Securities and Exchange Commission prior to such date, such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), copies of the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries and, upon Lender’s request, the unaudited consolidating balance sheet of the Borrowers and their Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and, upon the Lender’s request, consolidating statement of income and cash flow for the portion of the Borrowers’ fiscal year then elapsed, and including a comparison to the projections of the annual operating budget of the Borrowers and their Subsidiaries all in reasonable detail and prepared in accordance with GAAP (it being understood that to the extent the Borrowers’ Form 10-Q filed with the Securities and Exchange Commission within such 60 day period contains all of the foregoing information, the Borrowers’ providing a copy of such form 10-Q to the Lender shall be sufficient); (c) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.1, a report in substantially the form of Exhibit E hereto signed on behalf of the Borrower by its chief operating officer; (d) Intentionally deleted; (e) promptly after the same are available, copies of all proxy statements, financial statements and reports as the Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Borrower or its Subsidiaries; (f) if and when the Borrower gives or is required to give notice to the PBGC of any “Reportable Event” (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto; (h) promptly upon becoming aware of any litigation or of any investigative proceedings by a Governmental Authority commenced or threatened against the Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Borrower or the Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; (i) from time to time, such other financial data and information about the Borrower or its Subsidiaries as the Lender may reasonably request.

Financial Statements and other Reporting Requirements. The Borrower shall furnish to the LenderNoteholders: (a) as soon as practicableavailable, but in any event not later than one hundred five (105) within 120 days after the end of each fiscal year of the Borrower Affiliated Group, a Consolidated and (provided, however, that if such document is required to be delivered to the Securities and Exchange Commission prior to such date such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), the consolidated unaudited) Consolidating balance sheet as of the Borrowers and their Subsidiariesend of, and the consolidating balance sheet a related Consolidated and (unaudited) Consolidating statement of the Borrowers income, changes in stockholders’ equity and their Subsidiaries each as at the end of cash flow for, such year, and the related consolidated statement of income and consolidated statement of cash flow and, upon the Lender’s request, the consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with GAAP, GAAP and audited and certified (with respect to the consolidated financial statements only) without qualification and without by an expression of uncertainty as to the ability of each of the Borrowers or any of their Subsidiaries to continue as going concerns, by independent certified public accountants accounting firm reasonably satisfactory to the Lender (it being understood that to the extent the Borrowers’ Form 10-K filed Noteholders; and, concurrently with the Securities and Exchange Commission within such 105 day period contains all of the foregoing informationfinancial statements, the Borrowers’ providing a copy of said certified public accountants’ management letter (if any) and a written statement by such Form 10-K accountants that, in the making of the audit necessary for their letter and opinion upon such financial statements they have obtained no knowledge of any document incorporated therein by reference to Default or Event of Default under Sections 7.7, 7.8 or 7.9 or, if in the Lender opinion of such accountants any such Default or Event of Default exists, they shall be sufficient)disclose in such written statement the nature and status thereof; (b) as soon as practicableavailable, but in any event not later than sixty (60) within 45 days after the end of each of the fiscal quarters quarter of the Borrower (providedAffiliated Group, however, that if such document is required to be delivered to the Securities a Consolidated and Exchange Commission prior to such date, such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), copies Consolidating balance sheet as of the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries and, upon Lender’s request, the unaudited consolidating balance sheet of the Borrowers and their Subsidiaries, each as at the end of such quarterof, and the a related consolidated Consolidated and Consolidating statement of income and consolidated statement of cash flow andincome, upon the Lender’s request, consolidating statement of income changes in stockholders’ equity and cash flow for for, the portion of the Borrowers’ fiscal year then elapsedended and for the fiscal quarter then ended, and including a comparison to the projections of the annual operating budget of the Borrowers and their Subsidiaries all in reasonable detail and prepared in accordance with GAAP (it being understood that to without footnotes) and certified by the extent the Borrowers’ Form 10-Q filed with the Securities and Exchange Commission within such 60 day period contains all chief financial officer of the foregoing informationBorrower, but subject, however, to normal, year-end audit adjustments that shall not in the Borrowers’ providing a copy of such form 10-Q to the Lender shall aggregate be sufficient)materially adverse; (c) on or before the first day of each fiscal year of the Borrower Affiliated Group, (i) an annual operating budget presented on a quarterly basis for the next succeeding fiscal year, and (ii) Consolidated and Consolidating pro forma projections of the Borrower Affiliated Group for the next five succeeding fiscal years in form reasonably acceptable to the Noteholders (it being recognized by the Noteholders that projections as to future results are not to be viewed as facts and that the actual results for the period or periods covered by the projections may differ from the projected results); provided, however, that such requirement shall only be in effect for so long as any Senior Loan Agreement remains outstanding; (d) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.16.1, a report in substantially the form of Exhibit E F hereto signed on behalf of the Borrower by its the chief operating officer; (d) Intentionally deletedfinancial officer of the Borrower, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 7.7 through 7.9, inclusive; (e) promptly as soon as practical and, in any event, within 15 days after the same are availableClosing Date, copies the Opening Balance Sheet, which shall be reviewed by the chief financial officer of all proxy statementsthe Borrower, financial statements and reports as which Opening Balance Sheet shall not differ in any material respect from the Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Borrower or its SubsidiariesPro Forma Financial Statement; (f) promptly after the receipt thereof by the Borrower or any domestic Subsidiary, copies of any reports submitted to any such Person by independent public accountants in connection with any interim review of the accounts of such Person made by such accountants; (g) if and when the Borrower or any domestic Subsidiary gives or is required to give notice to the PBGC of any “Reportable Event” (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC or, if such notice is not given to the PBGC, a description of the content of the notice that would be required to be given; (gh) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto or (ii) affecting the Borrower or any other member of the Borrower Affiliated Group which could reasonably be expected to have a Material Adverse Effect, written notice thereof specifying the nature thereof and the action being or proposed to be taken with respect thereto; (hi) promptly upon becoming aware of any litigation or of any investigative proceedings by a Governmental Authority any Person, including, without limitation, any governmental agency or authority commenced or threatened against the Borrower or any other member of its Subsidiaries the Borrower Affiliated Group of which it has notice, or of a material change in any such existing litigation or proceedings, the outcome of which would or might could reasonably be expected to have a materially adverse effect on the assets, business or prospects of the Borrower or the Borrower and its Subsidiaries on a consolidated basisMaterial Adverse Effect, written notice thereof and the action being or proposed to be taken with respect thereto; (ij) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened in writing against the Borrower or any other member of the Borrower Affiliated Group regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof, copies of all material correspondence, reports and other materials furnished to or prepared by any member of the Borrower Affiliated Group (or its representatives) in connection therewith and the action being or proposed to be taken with respect thereto; and (k) from time to time, with reasonable promptness, such other financial data and other information or documents (financial or non-financial) about the Borrower or its Subsidiaries and each other member of the Borrower Affiliated Group as the Lender Noteholders may reasonably request.

Financial Statements and other Reporting Requirements. The ----------------------------------------------------- Borrower shall furnish (or, with respect to Section 5.1(vii), cause to be delivered) to the Lender: (ai) as soon as practicableavailable to the Borrower, but in any event not later than one hundred five (105) within 90 days after the end of each fiscal year year-end, the consolidated and consolidating balance sheets of the Borrower (provided, however, that if such document is required to be delivered to the Securities and Exchange Commission prior to such date such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), the consolidated balance sheet of the Borrowers and their Subsidiaries, and the consolidating balance sheet of the Borrowers and their Subsidiaries each as at the end of such yearof, and the related consolidated statement statements of income income, retained earnings and consolidated statement of cash flow andfor, upon the Lender’s request, the consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, and all such consolidated and consolidating statements to be in reasonable detail, year prepared in accordance with GAAP, GAAP and certified (with respect to the consolidated financial statements only) without qualification and without an expression of uncertainty as to the ability of each of the Borrowers or any of their Subsidiaries to continue as going concerns, by independent certified public accountants satisfactory to the Lender (it being understood that to such statements present fairly the extent financial position of the Borrowers’ Form 10-K filed Borrower prepared in accordance with GAAP applied in a manner consistent with the Securities Borrower's past practices; and Exchange Commission within concurrently with such 105 day period contains all financial statements, a written statement by such independent certified public accountants that, in the making of the foregoing informationaudit necessary for their report and opinion upon such financial statements, they have obtained no knowledge of any Default or Event of Default, or, if in the Borrowers’ providing a copy opinion of such Form 10-K accountant such Default or Event of Default exists, they shall disclose in such written statement the nature and any document incorporated therein by reference to the Lender shall be sufficient)status thereof; (bii) as soon as practicableavailable to the Borrower, but in any event not later than sixty (60) within 30 days after the end of each fiscal month of each fiscal year of the Borrower, the balance sheet of the Borrower as at the end of, and related statements of income and retained earnings for, the portion of the fiscal quarters year then ended and for the month then ended, prepared by management of the Borrower in accordance with GAAP applied in a manner consistent with the audited financial statements required by clause (providedi) above (subject to normal year-end audit adjustments, however, that if such document is required none of which shall be materially adverse) and certified pursuant to the report to be delivered to the Securities and Exchange Commission prior to such dateLender under clause (iv) of this Section 5.1; (iii) promptly as they become available, such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), copies of the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries and, upon Lender’s request, the unaudited consolidating balance sheet of the Borrowers and their Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and, upon the Lender’s request, consolidating statement of income and cash flow for the portion of the Borrowers’ fiscal year then elapsed, and including a comparison to the projections of the annual operating budget of the Borrowers and their Subsidiaries all in reasonable detail and prepared in accordance with GAAP (it being understood that to the extent the Borrowers’ Form 10-Q filed with the Securities and Exchange Commission within such 60 day period contains all of the foregoing information, the Borrowers’ providing a copy of such form 10each report (including any so-Q called management letters) submitted to the Lender shall be sufficient)Borrower by independent certified public accountants in connection with each annual audit of the books of the Borrower by such accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower; (civ) concurrently with each delivery by the delivery Borrower of each financial statement statements pursuant to subsections clause (ai) and or clause (bii) of this Section 5.1, a chief financial officer's report in substantially the form of Exhibit E hereto signed on behalf D --------- hereto, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 5.14, 5.15, 5.16, and 5.17, inclusive; (v) within 20 days after the end of each fiscal month of the Borrower, a detailed aged trial balance of all Accounts Receivable and all accounts payable of the Borrower as of the last day of such month, along with a report and designation of the Borrower's Inventory, setting forth an analysis of the value of such Inventory by its chief operating officerlocation and classification as of such last day of such month and otherwise in form and substance satisfactory to the Lender; (dvi) Intentionally deletedwithin five Business Days after the close of each fiscal month of the Borrower, a Borrowing Base certificate (the "Borrowing Base Report") in substantially the form of Exhibit E hereto, provided that the Lender --------- -------- reserves the right in its sole discretion to require the Borrower to deliver a Borrowing Base Certificate within three Business Days after the close of each one-week fiscal period of the Borrower; (evii) as soon as available to the Borrower, but in any event at least 30 days prior to each fiscal year-end of the Borrower, annual pro forma --- ----- projections and budgets for the Borrower's next fiscal year, including, without limitation, projected balance sheets, statements of income, retained earnings and cash flows, prepared on a quarter-by-quarter basis, prepared by the management of the Borrower consistent with past practice and otherwise acceptable in form and substance to the Lender; (viii) promptly after the same are available, copies of all proxy statements, financial statements and reports as the Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Borrower or its Subsidiaries; (f) if and when the Borrower gives or is required to give notice to the PBGC of any “Reportable Event” (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (g) immediately upon becoming aware obtaining knowledge of the existence thereof, notice of (a) the occurrence of any event which constitutes a Default or Event of Default or the occurrence of any condition or event that constitutes the Borrower reasonably believes could lead to a Default or Event of Default, written notice thereof in each case specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto; , (hb) promptly upon becoming aware the occurrence of any litigation condition or of any investigative proceedings by a Governmental Authority commenced or threatened against event with respect to the Borrower or any of its Subsidiaries of Affiliate which it has noticecould be expected to constitute a material adverse change in, or to have a material adverse effect on, the outcome business, condition (financial or otherwise), results of which would operations or might have a materially adverse effect on the assets, business or prospects assets of the Borrower or Borrower, specifying the Borrower nature and its Subsidiaries on a consolidated basis, written notice duration thereof and the action being or proposed to be taken with respect thereto;, (c) any litigation or any investigative proceedings of a governmental agency or authority or any other person commenced or threatened against the Borrower, any Affiliate or any Plan which could be expected to have a material adverse effect on the business, condition (financial or otherwise), results of operations or assets of the Borrower, or the issuance of any judgment, award, decree, order or other determination in or relating to any such litigation or proceedings, (d) the occurrence of a reportable event (as defined in ERISA) or any communications to, or receipt of communications from, the Pension Benefit Guaranty Corporation, the United States Department of Labor or the Internal Revenue Service by the Borrower or any Affiliate relating to any Plan, along with copies of all such communications, (e) the adoption by the Borrower of any stock option or executive compensation plan, whether or not subject to ERISA, and any Plan subject to ERISA, or the substantial modification of any such plan, along with the vesting and funding schedules and other principal provisions thereof, (f) any communications given or received by the Borrower relating to compliance with, any violation or potential violation of, or any liability or potential liability under, any Environmental Law, along with copies of all such communications, and (g) the occurrence of any default under, or the termination of, the Borrower's contract(s) with Xxxxx River; and (iix) from time to time, such other financial data and other information about the Borrower or its Subsidiaries as the Lender may reasonably request.

Financial Statements and other Reporting Requirements. The Borrower shall furnish to the Lender: (a) as soon as practicable, but in any event not later than one hundred five (105) days after the end of each fiscal year of the Borrower (provided, however, that if such document is required to be delivered to the Securities and Exchange Commission prior to such date such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), the consolidated balance sheet of the Borrowers and their Subsidiaries, and the consolidating balance sheet of the Borrowers and their Subsidiaries each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and, upon the Lender’s request, the consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with GAAP, and certified (with respect to the consolidated financial statements only) without qualification and without an expression of uncertainty as to the ability of each of the Borrowers or any of their Subsidiaries to continue as going concerns, by independent certified public accountants satisfactory to the Lender (it being understood that to the extent the Borrowers’ Form 10-K filed with the Securities and Exchange Commission within such 105 day period contains all of the foregoing information, the Borrowers’ providing a copy of such Form 10-K and any document incorporated therein by reference to the Lender shall be sufficient); (b) as soon as practicable, but in any event not later than sixty (60) days after the end of each of the fiscal quarters of the Borrower (provided, however, that if such document is required to be delivered to the Securities and Exchange Commission prior to such date, such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), copies of the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries and, upon Lender’s request, the unaudited consolidating balance sheet of the Borrowers and their Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and, upon the Lender’s request, consolidating statement of income and cash flow for the portion of the Borrowers’ fiscal year then elapsed, and including a comparison to the projections of the annual operating budget of the Borrowers and their Subsidiaries all in reasonable detail and prepared in accordance with GAAP (it being understood that to the extent the Borrowers’ Form 10-Q filed with the Securities and Exchange Commission within such 60 day period contains all of the foregoing information, the Borrowers’ providing a copy of such form 10I0-Q to the Lender shall be sufficient); (c) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.1, a report in substantially the form of Exhibit E B hereto signed on behalf of the Borrower by its chief operating financial officer; (d) Intentionally deleted; (e) promptly after the same are available, copies of all proxy statements, financial statements and reports as the Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Borrower or its Subsidiaries; (f) if and when the Borrower gives or is required to give notice to the PBGC of any “Reportable Event” (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto; (h) promptly upon becoming aware of any litigation or of any investigative proceedings by a Governmental Authority commenced or threatened against the Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Borrower or the Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; (i) from time to time, such other financial data and information about the Borrower or its Subsidiaries as the Lender may reasonably request.

Financial Statements and other Reporting Requirements. The Borrower shall Seller and Guarantor, as applicable, will furnish to the LenderBuyer: (a) 7.1.1 as soon as practicableavailable to Seller and Guarantor, but in any event not later than within one hundred thirty-five (105135) days after the end each of each Seller’s and Guarantor’s fiscal year of the Borrower (providedyears, however, that if such document is required to be delivered to the Securities Seller’s and Exchange Commission prior to such date such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), the consolidated Guarantor’s audited balance sheet as of the Borrowers and their Subsidiaries, and the consolidating balance sheet of the Borrowers and their Subsidiaries each as at the end of such year, fiscal year and the related consolidated statement statements of income income, retained earnings, and consolidated statement of cash flow and, upon the Lender’s request, the consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, and all such consolidated and consolidating statements to be in reasonable detaileach case, prepared in accordance with GAAPGAAP (and on a Consolidated and Consolidating basis) and audited by an independent certified public accounting firm reasonably satisfactory to Buyer, and certified (with respect to the consolidated financial statements only) without qualification and without accompanied by an expression opinion thereon of uncertainty as to the ability of each of the Borrowers or any of their Subsidiaries to continue as going concerns, by independent certified public accountants satisfactory to of recognized national standing, which opinion shall have no “going concern” and shall state that said financial statements fairly present the Lender (it being understood that to financial condition and results of Seller’s and Guarantor’s operations, if applicable, as at the extent the Borrowers’ Form 10-K filed end of, and for, such fiscal year in accordance with the Securities and Exchange Commission within such 105 day period contains all of the foregoing information, the Borrowers’ providing a copy of such Form 10-K and any document incorporated therein by reference to the Lender shall be sufficient)GAAP; 7.1.2 within forty-five (b) as soon as practicable, but in any event not later than sixty (6045) days after the end of each of the Guarantor’s and Seller’s first three (3) fiscal quarters quarters, each of the Borrower (provided, however, that if such document is required to be delivered to the Securities Guarantor’s and Exchange Commission prior to such date, such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), copies of the Seller’s unaudited consolidated balance sheet as of the Borrowers and their Subsidiaries and, upon Lender’s request, the unaudited consolidating balance sheet of the Borrowers and their Subsidiaries, each as at the end of such quarter, fiscal quarter and the related consolidated statement unaudited statements of income and consolidated statement of cash flow andfor, upon the Lender’s requestin each case, consolidating statement of income and cash flow for the portion of the Borrowers’ fiscal year then elapsed, then-ended and including for the quarter then-ended prepared by each of Guarantor’s and Seller’s management on a comparison to the projections of the annual operating budget of the Borrowers Consolidated and their Subsidiaries all in reasonable detail Consolidating basis and prepared in accordance with GAAP (it being understood that to the extent the Borrowers’ Form 10-Q filed applied in a manner consistent with the Securities audited financial statements required by Section 7.1.1 above (subject to normal year-end audit adjustments (none of which will be materially adverse) and Exchange Commission within such 60 day period contains all the absence of the foregoing information, the Borrowers’ providing a copy of such form 10-Q to the Lender shall be sufficientfootnotes); (c) 7.1.3 concurrently with the delivery of each financial statement statements pursuant to subsections Sections 7.1.1 and 7.1.2 above, a Compliance Certificate certified by Guarantor’s chief executive officer or chief financial officer; 7.1.4 concurrently with the delivery of yearly required renewal documentation, Other Investor Report Cards of Guarantor; 7.1.5 within seven (7) days after the end of each calendar month, pay histories with respect to any Mortgage Loan Held for Investment subject to a Transaction hereunder; 7.1.6 if applicable, and to the extent permitted by Governmental Authority, within fifteen (15) days after receipt of any Agency audit, including HUD, Xxxxxx Xxx, Xxxxxx Xxx, and Freddie Mac audits, a copy of such audit and, within fifteen (15) days following any response by Seller or Guarantor, as applicable, thereto, a copy of such response; 7.1.7 unless otherwise set forth herein, immediately after obtaining knowledge of the existence thereof, notice of (a) immediately, the occurrence of any Default or Event of Default, (b) the occurrence of any condition or event with respect to Seller or Guarantor, as applicable, or any Affiliate of Seller or Guarantor, as applicable, that could reasonably be expected to have a Material Adverse Effect, (c) any litigation or any investigative or regulatory proceedings of a federal, state, or local governmental agency or authority commenced, pending, or threatened against Seller, any of Seller’s Affiliates, or any Plan in excess of the Litigation Threshold (individually or in the aggregate), or the issuance of any judgment, award, decree, order, or other determination in or relating to any such litigation or proceedings, (d) the occurrence of a Reportable Event with respect to a Pension Plan or any communications to, or receipt of non-routine communications from, the Pension Benefit Guaranty Corporation, the U.S. Department of Labor, the IRS, or a Multiemployer Plan by Seller or any of Seller’s ERISA Affiliates relating to any Plan along with copies of all such communications, (e) Seller’s or any of Seller’s ERISA Affiliate’s adoption of any Pension Plan or becoming obligated to contribute to any Multiemployer Plan, or the substantial modification of any such Plan along with the vesting and funding schedules and other principal provisions thereof, (f) Seller’s adoption of any stock or equity option or executive compensation plan, whether or not subject to ERISA, or the substantial modification of any such Plan along with the vesting and funding schedules and other principal provisions thereof, that could reasonably be expected to have a Material Adverse Effect, (g) Seller’s or any of Seller’s ERISA Affiliates’ assumption of an obligation to contribute to or the incurrence of any liability to a Multiemployer Plan, (h) any communications given or received by Seller or any of Seller’s Subsidiaries to or from any federal, state, or local governmental agency or authority in any way relating to any investigation of, compliance with, any violation or potential violation of, or any potential liability under, any environmental law or regulation (including those relating to pollution control, hazardous materials, and hazardous wastes) along with copies of all such communications, (i) Seller’s receipt of notice that any Purchased Mortgage Loan was submitted to a Takeout Purchaser (whole loan or securitization) under a bailee letter and was rejected for purchase by such Takeout Purchaser, or (j) upon Seller becoming aware of any Control Failure with respect to a Mortgage Loan that is an eMortgage Loan; 7.1.8 within two (2) Business Days after receiving written notice thereof, notice of (a) any litigation affecting any of the Purchased Assets, (b) the receipt of any notice from the Consumer Financial Protection Bureau or any other Governmental Entity having jurisdiction over Seller or Seller’s property that any such Governmental Entity intends to put Seller or any of Seller’s officers or employees on probation or other supervisory review status, (c) the receipt of any notice from any insurer or guarantor of, or Agency that purchases, residential mortgage loans that such insurer, guarantor, or Agency will cease insuring, guaranteeing, or purchasing, as applicable, residential mortgage loans from Seller, (d) if applicable, any notice from the FHA or VA that Seller may lose its status as an approved mortgagee or buyer in good standing eligible to participate in the FHA insurance or VA guaranty programs, (e) the receipt of any notification from the Consumer Financial Protection Bureau or any other Governmental Entity that Seller has violated any Law, and (f) any investigation, subpoena, or civil investigative demands with respect to Seller or any Purchased Mortgage Loans from the Consumer Financial Protection Bureau or any other Governmental Entity; 7.1.9 from time to time as Buyer may reasonably request and subject to applicable laws, regulations, and Agency requirements that would prohibit sharing such information, within ten (10) Business Days, (a) such other financial data about Seller, any of its Subsidiaries, and any of their KYC Affiliates, and (b) such other information about Seller, any of this Section 5.1its Subsidiaries, a report in substantially the form and any of Exhibit E hereto signed on behalf of the Borrower by its chief operating officertheir KYC Affiliates; (d) Intentionally deleted; (e) promptly after the same are available7.1.10 as soon as reasonably possible, copies of all proxy statements, financial statements and reports as the Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Borrower or its Subsidiaries; (f) if and when the Borrower gives or is required to give notice to the PBGC of any “Reportable Event” (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Eventbreach of a representation or warranty set forth in Exhibit D hereto; 7.1.11 as soon as reasonably possible following each calendar week, a weekly position report summarizing all interest rate protection agreements entered into or maintained by Seller; and 7.1.12 as soon as available to Guarantor, but in any event within one hundred thirty-five (135) days after Guarantor’s fiscal year, a copy of the notice of such Reportable Event given or required to be given to annual Form 10-K filed by Guarantor with the PBGC; (g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature U.S. Securities and duration thereof and the action being or proposed to be taken with respect thereto; (h) promptly upon becoming aware of any litigation or of any investigative proceedings by a Governmental Authority commenced or threatened against the Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Borrower or the Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; (i) from time to time, such other financial data and information about the Borrower or its Subsidiaries as the Lender may reasonably requestExchange Commission.

Financial Statements and other Reporting Requirements. The Borrower shall furnish to the Lender: (a) as soon as practicable, but in any event not later than one hundred five (105) days after the end of each fiscal year of the Borrower (provided, however, that if such document is required to be delivered to the Securities and Exchange Commission prior to such date such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), the consolidated balance sheet of the Borrowers and their Subsidiaries, and the consolidating balance sheet of the Borrowers and their Subsidiaries each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and, upon the Lender’s request, the consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with GAAP, and certified (with respect to the consolidated financial statements only) without qualification and without an expression of uncertainty as to the ability of each of the Borrowers or any of their Subsidiaries to continue as going concerns, by independent certified public accountants satisfactory to the Lender (it being understood that to the extent the Borrowers’ Form 10-K filed with the Securities and Exchange Commission within such 105 day period contains all of the foregoing information, the Borrowers’ providing a copy of such Form 10-K and any document incorporated therein by reference to the Lender shall be sufficient); (b) as soon as practicable, but in any event not later than sixty (60) days after the end of each of the fiscal quarters of the Borrower (provided, however, that if such document is required to be delivered to the Securities and Exchange Commission prior to such date, such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), copies of the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries and, upon Lender’s request, the unaudited consolidating balance sheet of the Borrowers and their Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and, upon the Lender’s request, consolidating statement of income and cash flow for the portion of the Borrowers’ fiscal year then elapsed, and including a comparison to the projections of the annual operating budget of the Borrowers and their Subsidiaries all in reasonable detail and prepared in accordance with GAAP (it being understood that to the extent the Borrowers’ Form 10-Q filed with the Securities and Exchange Commission within such 60 day period contains all of the foregoing information, the Borrowers’ providing a copy of such form 10-Q to the Lender shall be sufficient); (c) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.1, a report in substantially the form of Exhibit E D hereto signed on behalf of the Borrower by its chief operating officer; (d) Intentionally deleted; (e) promptly after the same are available, copies of all proxy statements, financial statements and reports as the Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Borrower or its Subsidiaries; (f) if and when the Borrower gives or is required to give notice to the PBGC of any “Reportable Event” (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto; (h) promptly upon becoming aware of any litigation or of any investigative proceedings by a Governmental Authority commenced or threatened against the Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Borrower or the Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; (i) from time to time, such other financial data and information about the Borrower or its Subsidiaries as the Lender may reasonably request.

Financial Statements and other Reporting Requirements. The Borrower shall furnish to the Lender: (a) as soon as practicable, but in any event not later than one hundred five (105) days after the end of each fiscal year of the Borrower (provided, however, that if such document is required to be delivered to the Securities and Exchange Commission prior to such date such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), the consolidated balance sheet of the Borrowers and their Subsidiaries, and the consolidating balance sheet of the Borrowers and their Subsidiaries each as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow and, upon the Lender’s request, the consolidating statement of income and consolidating statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year, and all such consolidated and consolidating statements to be in reasonable detail, prepared in accordance with GAAP, and certified (with respect to the consolidated financial statements only) without qualification and without an expression of uncertainty as to the ability of each of the Borrowers or any of their Subsidiaries to continue as going concerns, by independent certified public accountants satisfactory to the Lender (it being understood that to the extent the Borrowers’ Form 10-K filed with the Securities and Exchange Commission within such 105 day period contains all of the foregoing information, the Borrowers’ providing a copy of such Form 10-K and any document incorporated therein by reference to the Lender shall be sufficient); (b) as soon as practicable, but in any event not later than sixty (60) days after the end of each of the fiscal quarters of the Borrower (provided, however, that if such document is required to be delivered to the Securities and Exchange Commission prior to such date, such document shall be provided to Lender promptly after delivery thereof to the Securities and Exchange Commission), copies of the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries and, upon Lender’s request, the unaudited consolidating balance sheet of the Borrowers and their Subsidiaries, each as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow and, upon the Lender’s request, consolidating statement of income and cash flow for the portion of the Borrowers’ fiscal year then elapsed, and including a comparison to the projections of the annual operating budget of the Borrowers and their Subsidiaries all in reasonable detail and prepared in accordance with GAAP (it being understood that to the extent the Borrowers’ Form 10-Q filed with the Securities and Exchange Commission within such 60 day period contains all of the foregoing information, the Borrowers’ providing a copy of such form 10-Q to the Lender shall be sufficient); (c) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.1, a report in substantially the form of Exhibit E hereto signed on behalf of the Borrower by its chief operating financial officer; (d) Intentionally deleted; (e) promptly after the same are available, copies of all proxy statements, financial statements and reports as the Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Borrower or its Subsidiaries; (f) if and when the Borrower gives or is required to give notice to the PBGC of any “Reportable Event” (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto; (h) promptly upon becoming aware of any litigation or of any investigative proceedings by a Governmental Authority commenced or threatened against the Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Borrower or the Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; (i) from time to time, such other financial data and information about the Borrower or its Subsidiaries as the Lender may reasonably request.