Common use of Financial Statements; Budget Clause in Contracts

Financial Statements; Budget. Deliver the following to each holder of a Note, in form and detail satisfactory to the Required Holders: (a) as soon as available, but in any event within 120 days after the end of each fiscal year of the Company, a consolidated and, if requested by the Required Holders, consolidating, balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, LLP or another independent certified public accountant reasonably acceptable to the Required Holders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception and accompanied by a certificate of the chief executive officer, chief financial officer or chief accounting officer of the Company stating that no Event of Default was discovered or occurred during the examination of the Company; (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations and retained earnings for such fiscal quarter and for the portion of the Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company as fairly presenting the financial condition, results of operations and shareholders’ equity of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) as soon as available, but in any event not later than the last Business Day of each fiscal year of the Company, a budget of the Company and its Subsidiaries on a consolidated basis consisting of a consolidated statement of income, statement of cash flows and consolidated balance sheet for the upcoming fiscal year; and (d) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, consolidating statements of income (or operations) and cash flow and consolidating balance sheets prepared by management of the Company reflecting the assets, liabilities and results of operations of such non-Wholly Owned Subsidiaries.

Financial Statements; Budget. Deliver to the following Administrative Agent a sufficient number of copies for delivery by the Administrative Agent to each holder Lender, of a Notethe following, in form and detail satisfactory to the Administrative Agent and the Required HoldersLenders: (a) as soon as available, but in any event within 120 days after the end of each fiscal year of the CompanyBorrower, a consolidated and, if requested by the Required HoldersAdministrative Agent, consolidating, balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, LLP or another independent certified public accountant reasonably acceptable to the Required HoldersLenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception and accompanied by a certificate of the chief executive officer, chief financial officer or chief accounting officer of the Company Borrower stating that no Event of Default was discovered or occurred during the examination of the CompanyBorrower; (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, a consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations and retained earnings for such fiscal quarter and for the portion of the CompanyBorrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company Borrower as fairly presenting the financial condition, results of operations and shareholders’ equity of the Company Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;; and (c) as soon as available, but in any event not later than the last Business Day of each fiscal year of the CompanyBorrower, a budget of the Company and its Subsidiaries on a consolidated basis consisting of a consolidated statement of income, statement of cash flows and consolidated balance sheet for the upcoming fiscal year; and (d) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, consolidating statements of income (or operations) and cash flow and consolidating balance sheets prepared by management of the Company reflecting the assets, liabilities and results of operations of such non-Wholly Owned Subsidiaries.

Financial Statements; Budget. Deliver the following to each holder of a NoteLender the following, in the form and detail satisfactory to the Required HoldersLenders: (a) as soon as available, but in any event within 120 90 days after the end of each fiscal year of the CompanyCredit Parties, a consolidated and, if requested by the Required Holders, consolidating, balance sheet of the Company and its Subsidiaries Credit Parties as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, LLP or another Xxxxxxxx’s independent certified registered public accountant reasonably acceptable to the Required Holdersaccounting firm, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any certified without qualification or exception explanation for fiscal year 2023 and all fiscal years thereafter and accompanied by a certificate of the chief executive officer, chief financial officer or chief accounting officer a Responsible Officer of the Company Borrower stating that no Event of Default was discovered or occurred during the examination of the CompanyCredit Parties (or if an Event of Default has occurred, specifying the nature thereof and the steps or actions that the Credit Parties are taking or have taken with respect thereto); (b) as soon as available, but in any event within 45 15 days after the end of each month (and within 30 days of the first three fiscal quarters end of each fiscal year a month that is also the end of the Companya quarter), a consolidated balance sheet of the Company and its Subsidiaries Credit Parties as at the end of such fiscal quartermonth, and the related consolidated and consolidating statements of income or operations and operations, retained earnings and cash flows for such fiscal quarter and month, for the portion of the Company’s Credit Parties’ fiscal year then ended, and for the twelve-month period then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and and, certified by a Responsible Officer of the Company Borrower as fairly presenting the financial condition, results of operations and shareholders’ shareholders equity of the Company and its Subsidiaries Credit Parties in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, together with a report prepared by such officer containing comparisons to the last estimate (LE) of the Credit Parties, including an explanation of material variances, and to the corresponding period in the preceding year and (ii) a management narrative discussing the results and highlights of such month and an overview of the business of the Credit Parties, including but not limited to, information about the revenues, inventory, headcount and strategic initiatives of the Credit Parties; (c) as soon as available, but in any event not later than the last Business Day of each commencing with fiscal year 2022, a business plan of the CompanyCredit Parties for the following fiscal year which has been approved by the Board, a budget of the Company and its Subsidiaries such plan to include, on a consolidated basis consisting of quarterly basis, the following: (i) a consolidated statement of incomeprojected quarterly operating and capital budget, including; (ii) a projected quarterly income statement, statement of cash flows and consolidated balance sheet for and a report containing management’s discussion and analysis of such projections; and (iii) a certificate signed by a Responsible Officer of Borrower to the upcoming fiscal yeareffect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared; (d) every Friday afternoon, a rolling 13-week cash flow forecast and KPIs in a format acceptable to Lenders; (e) simultaneously with delivery to the applicable parties, copies of all material communications between the Board and Xxxxxxxx’s investment banker and notices of all scheduled calls between the Board and Xxxxxxxx’s investment banker, with Xxxxxxx’ right to participate in such calls; and (df) simultaneously with any additional reports or documents as reasonably requested by the delivery of each set of financial statements referred to in clauses (a) and (b) above, consolidating statements of income (or operations) and cash flow and consolidating balance sheets prepared by management of the Company reflecting the assets, liabilities and results of operations of such non-Wholly Owned SubsidiariesLenders.

Financial Statements; Budget. Deliver the following to each holder of a NoteLender the following, in the form and detail satisfactory to the Required HoldersLenders: (a) as soon as available, but in any event within 120 90 days after the end of each fiscal year of the CompanyCredit Parties, a consolidated and, if requested by the Required Holders, consolidating, balance sheet of the Company and its Subsidiaries Credit Parties as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, LLP or another Parent’s independent certified registered public accountant reasonably acceptable to the Required Holdersaccounting firm, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any certified without qualification or exception explanation for fiscal year 2023 and all fiscal years thereafter and accompanied by a certificate of the chief executive officer, chief financial officer or chief accounting officer a Responsible Officer of the Company Parent stating that no Event of Default was discovered or occurred during the examination of the CompanyCredit Parties (or if an Event of Default has occurred, specifying the nature thereof and the steps or actions that the Credit Parties are taking or have taken with respect thereto); (b) as soon as available, but in any event within 45 30 days after the end of each month (and within 45 days of the first three fiscal quarters end of each fiscal year a month that is also the end of the Companya quarter), a consolidated balance sheet of the Company and its Subsidiaries Credit Parties as at the end of such fiscal quartermonth, and the related consolidated and consolidating statements of income or operations and operations, retained earnings and cash flows for such fiscal quarter and month, for the portion of the Company’s Credit Parties’ fiscal year then ended, and for the twelve-month period then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and and, certified by a Responsible Officer of the Company Parent as fairly presenting the financial condition, results of operations and shareholders’ shareholders equity of the Company and its Subsidiaries Credit Parties in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;, together with a report prepared by such officer containing comparisons to the operating budget of the Credit Parties, including an explanation of material variances, and to the corresponding period in the preceding year and (ii) a management narrative discussing the results and highlights of such month and an overview of the business of the Credit Parties, including but not limited to, information about the revenues, inventory, headcount and strategic initiatives of the Credit Parties; and (c) as soon as available, but in any event not later than the last Business Day of each commencing with fiscal year 2022, a business plan of the CompanyCredit Parties for the following fiscal year which has been approved by the Board, a budget of the Company and its Subsidiaries such plan to include, on a consolidated basis consisting of quarterly basis, the following: (i) a consolidated statement of incomeprojected quarterly operating and capital budget, including; (ii) a projected quarterly income statement, statement of cash flows and consolidated balance sheet for and a report containing management’s discussion and analysis of such projections; and (iii) a certificate signed by a Responsible Officer of Parent to the upcoming fiscal year; and (d) simultaneously effect that such projections have been prepared on the basis of sound financial planning practice consistent with the delivery of each set of past budgets and financial statements referred and that such officer has no reason to in clauses (a) and (b) above, consolidating statements question the reasonableness of income (or operations) and cash flow and consolidating balance sheets prepared by management of the Company reflecting the assets, liabilities and results of operations of any material assumptions on which such non-Wholly Owned Subsidiariesprojections were prepared.

Financial Statements; Budget. Deliver to the Administrative Agent for prompt further distribution to each Lender each of the following to each holder of a Note, in form and detail satisfactory to shall take the Required Holdersfollowing actions: (a) as soon as available, but in any event within 120 one hundred and twenty (120) days after the end of each fiscal year of J. Crew Group (or, with respect to the Companyfiscal year ended on February 1, 2020, 135 days), a consolidated and, if requested by the Required Holders, consolidating, balance sheet of the Company J. Crew Group and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings stockholders’ equity and cash flows for such fiscal yearyear together with related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, KPMG LLP or another any other independent certified registered public accountant reasonably acceptable to the Required Holdersaccounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception and accompanied by a certificate of the chief executive officer, chief financial officer or chief accounting officer of the Company stating that no Event of Default was discovered or occurred during the examination of the Companystandards; (b) as soon as available, but in any event within 45 sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of J. Crew Group (commencing with the Companyfiscal quarter ending May 2, 2020), a condensed consolidated balance sheet of the Company J. Crew Group and its Subsidiaries as at the end of such fiscal quarter, and the related (i) condensed consolidated and consolidating statements of income or operations and retained earnings for such fiscal quarter and for the portion of the Company’s fiscal year then ended and (ii) condensed consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company J. Crew Group as fairly presenting in all material respects the financial condition, results of operations and shareholders’ equity cash flows of the Company J. Crew Group and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) as soon as available, but in any event not later than the last Business Day on Wednesday of each fiscal year week following the Petition Date (prior to 11:59 p.m.), commencing with Wednesday of the Companyfirst full week following the Petition Date, the Borrower shall deliver to the Administrative Agent and the Ad Hoc Committee Advisors a budget variance report in a form reasonably satisfactory to the Required Lenders (each, a budget “Variance Report”) describing in reasonable detail J. Crew Group’s aggregate cash receipts and aggregate cash disbursements during the relevant Budget Testing Period (or, prior to the completion of any Budget Testing Period for Budgeted Receipts or Budgeted Disbursements, as applicable, for each full fiscal week completed after the Company Petition Date and its Subsidiaries on a consolidated basis consisting prior to the date of a consolidated statement of incomesuch delivery) as compared to the projected, statement of aggregate cash flows receipts and consolidated balance sheet disbursements provided by the then-current Budget for the upcoming fiscal yearsame period; and (d) simultaneously no more frequently than monthly, at a time mutually agreed with the Ad Hoc Committee Advisors that is after the delivery of each set the information required pursuant to clause (c) above in any month, upon the request of the Required Lenders or the Ad Hoc Committee Advisors, participate in one conference call for Lenders that are not Public Lenders and the Ad Hoc Committee Advisors to discuss the financial statements referred condition and results of operations of J. Crew Group and its Subsidiaries, the Budget and Variance Report and any “going out of business sale” consummated during the preceding four-week period; provided for any week during any month in which the conference call described above does not take place, upon the request of the Required Lenders or the Ad Hoc Committee Advisors, the Borrower shall use commercially reasonable efforts to cause its financial advisor to be available for a call with Lenders that are not Public Lenders and the Ad Hoc Committee Advisors to discuss the matters described above. Notwithstanding the foregoing, the obligations in clauses paragraphs (a) and (b) above, consolidating of this Section 6.01 may be satisfied with respect to financial information required thereby by furnishing (A) the applicable financial statements of income any direct or indirect parent of J. Crew Group that directly or indirectly holds all of the Equity Interests of J. Crew Group or (B) J. Crew Group’s or such entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent of J. Crew Group, such financial statements are accompanied by unaudited consolidating information that explains in reasonable detail the differences between the information relating to J. Crew Group (or operationssuch parent), on the one hand, and the information relating to J. Crew Group and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such financial statements are in lieu of financial statements required to be provided under Section 6.01(a), such materials are, to the extent applicable, accompanied by a report and cash flow opinion of KPMG LLP or any other independent registered public accounting firm of nationally recognized standing, which report and consolidating balance sheets opinion shall be prepared by management of the Company reflecting the assets, liabilities and results of operations of such non-Wholly Owned Subsidiariesin accordance with generally accepted auditing standards.

Financial Statements; Budget. Deliver In the following case of Holdings, deliver to the Administrative Agent for further distribution to each holder of a NoteLender, in form and detail satisfactory to the Required HoldersLenders: (a) as soon as available, but in any event within 120 days after the end of each fiscal year of the CompanyHoldings, a consolidated and, if requested by the Required Holders, consolidating, balance sheet of the Company Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings changes in Stockholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, LLP or another an independent certified public accountant reasonably acceptable to the Required Holdersof nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to any qualification or exception and accompanied such financial statements, certified by a certificate of the chief executive officer, chief financial officer officer, treasurer or chief accounting officer controller of Holdings as fairly presenting, in all material respects, the Company stating that no Event financial condition, results of Default was discovered or occurred during operations, Stockholders’ Equity and cash flows of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP, subject only to normal year-end audit adjustments and the examination absence of the Companyfootnotes; (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the CompanyHoldings, a consolidated balance sheet of the Company Holdings and its Subsidiaries Subsidiaries, as at the end of such Fiscal Quarter, the related consolidated statements of income or operations for such Fiscal Quarter and for the portion of Holdings’ fiscal quarteryear then ended, and the related consolidated and consolidating statements of income or operations changes in Stockholders’ Equity and retained earnings for such fiscal quarter and cash flows for the portion of the Company’s Holdings’ fiscal year then ended, in each case setting forth in each case in comparative form form, as applicable, the figures for the corresponding fiscal quarter Fiscal Quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail detail, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements, certified by a Responsible Officer the chief executive officer, chief financial officer, treasurer or controller of the Company Holdings as fairly presenting presenting, in all material respects, the financial condition, results of operations operations, Stockholders’ Equity and shareholders’ equity cash flows of the Company Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) as soon as available, but in any event not later than within 90 days after the last Business Day end of each fiscal year of the CompanyHoldings, a an annual budget of the Company Holdings and its Subsidiaries on a consolidated basis, on a quarterly basis consisting of a consolidated statement of income, statement of cash flows and consolidated balance sheet for the upcoming then current fiscal year; and; (d) simultaneously on each Budget Testing Date (prior to 11:59 p.m.), (x) a variance report certified by the chief financial officer of the Holdings, in form reasonably acceptable to the Required Lenders in their sole discretion, setting forth (i) the actual cash receipts, expenditures and disbursements for the immediately preceding calendar week (e.g. the calendar week beginning on Sunday, April 5, 2015 with respect to the delivery report delivered on April 15, 2015) on a line-item basis and the aggregate liquidity as of the end of such calendar week and (ii) the variance in dollar amounts of the actual expenditures and disbursements (including debt service, professional fees and capital expenditures) for each set weekly period from those reflected for the corresponding period in the Budget and (y) an analysis, certified by a Responsible Officer of financial statements referred the Holdings, demonstrating compliance with Section 7.11 for such week (if applicable). As to any information contained in clauses materials furnished pursuant to Section 6.02(c), Holdings shall not be required separately to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of Holdings to furnish the information and materials described in clause (a) or (b) above at the times specified therein. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) above, consolidating of this Section 6.01 (including any “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) may be satisfied with respect to financial information of Holdings and its Subsidiaries by furnishing (A) the applicable financial statements of income Holdings (or operationsany direct or indirect parent of Holdings) or (B) Holdings’ (or any direct or indirect parent thereof, as applicable) Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to clauses (A) and cash flow (B), (i) to the extent such information relates to a parent of Holdings, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent), on the one hand, and consolidating balance sheets the information relating to Holdings and its Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent certified public accounting firm of nationally recognized standing, which report and opinion shall be prepared by management of the Company reflecting the assets, liabilities and results of operations of such non-Wholly Owned Subsidiariesin accordance with generally accepted auditing standards.

Financial Statements; Budget. Deliver to the following Administrative Agent a sufficient number of copies for delivery by the Administrative Agent to each holder Lender, of a Notethe following, in form and detail satisfactory to the Administrative Agent and the Required HoldersLenders: (a) as soon as available, but in any event within 120 days after the end of each fiscal year of the CompanyBorrower, a consolidated and, if requested by the Required HoldersAdministrative Agent, consolidating, balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, LLP or another independent certified public accountant reasonably acceptable to the Required HoldersLenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception and accompanied by a certificate of the chief executive officer, chief financial officer or chief accounting officer of the Company Borrower stating that no Event of Default was discovered or occurred during the examination of the CompanyBorrower; (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, a consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations and retained earnings for such fiscal quarter and for the portion of the CompanyBorrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company Borrower as fairly presenting the financial condition, results of operations and shareholders’ equity of the Company Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;; and (c) as soon as available, but in any event not later than the last Business Day of each fiscal year of the CompanyBorrower, a budget of the Company and its Subsidiaries on a consolidated basis consisting of a consolidated statement of income, statement of cash flows income and consolidated balance sheet for the upcoming fiscal year; and (d) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, consolidating statements of income (or operations) and cash flow and consolidating balance sheets prepared by management of the Company reflecting the assets, liabilities and results of operations of such non-Wholly Owned Subsidiaries.

Financial Statements; Budget. Deliver to the following Administrative Agent a sufficient number of copies for delivery by the Administrative Agent to each holder Lender, of a Notethe following, in form and detail satisfactory to the Administrative Agent and the Required HoldersLenders: (a) as soon as available, but in any event within 120 days after the end of each fiscal year of the CompanyBorrower, a consolidated and, if requested by the Required HoldersAdministrative Agent, consolidating, balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, LLP or another independent certified public accountant reasonably acceptable to the Required HoldersLenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception and accompanied by a certificate of the chief executive officer, chief financial officer or chief accounting officer of the Company Borrower stating that no Event of Default was discovered or occurred during the examination of the CompanyBorrower; (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyBorrower, a consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations and retained earnings for such fiscal quarter and for the portion of the CompanyBorrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company Borrower as fairly presenting the financial condition, results of operations and shareholders’ equity of the Company Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) as soon as available, but in any event not later than the last Business Day of each fiscal year of the CompanyBorrower, a budget of the Company Borrower and its Subsidiaries on a consolidated basis consisting of a consolidated statement of income, statement of cash flows and consolidated balance sheet for the upcoming fiscal year; and (d) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, consolidating statements of income (or operations) and cash flow and consolidating balance sheets prepared by management of the Company Borrower reflecting the assets, liabilities and results of operations of such non-Wholly Owned Subsidiaries.

Financial Statements; Budget. Deliver the following to each holder of a NoteLender the following, in the form and detail satisfactory to the Required HoldersLenders: (a) as soon as available, but in any event within 120 90 days after the end of each fiscal year of the CompanyCredit Parties, a consolidated and, if requested by the Required Holders, consolidating, balance sheet of the Company and its Subsidiaries Credit Parties as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, LLP or another Bxxxxxxx’s independent certified registered public accountant reasonably acceptable to the Required Holdersaccounting firm, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any certified without qualification or exception explanation for fiscal year 2023 and all fiscal years thereafter and accompanied by a certificate of the chief executive officer, chief financial officer or chief accounting officer a Responsible Officer of the Company Borrower stating that no Event of Default was discovered or occurred during the examination of the CompanyCredit Parties (or if an Event of Default has occurred, specifying the nature thereof and the steps or actions that the Credit Parties are taking or have taken with respect thereto); (b) as soon as available, but in any event within 45 15 days after the end of each month (and within 30 days of the first three fiscal quarters end of each fiscal year a month that is also the end of the Companya quarter), a consolidated balance sheet of the Company and its Subsidiaries Credit Parties as at the end of such fiscal quartermonth, and the related consolidated and consolidating statements of income or operations and operations, retained earnings and cash flows for such fiscal quarter and month, for the portion of the Company’s Credit Parties’ fiscal year then ended, and for the twelve-month period then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and and, certified by a Responsible Officer of the Company Borrower as fairly presenting the financial condition, results of operations and shareholders’ shareholders equity of the Company and its Subsidiaries Credit Parties in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, together with a report prepared by such officer containing comparisons to the last estimate (LE) of the Credit Parties, including an explanation of material variances, and to the corresponding period in the preceding year and (ii) a management narrative discussing the results and highlights of such month and an overview of the business of the Credit Parties, including but not limited to, information about the revenues, inventory, headcount and strategic initiatives of the Credit Parties; (c) as soon as available, but in any event not later than the last Business Day of each commencing with fiscal year 2022, a business plan of the CompanyCredit Parties for the following fiscal year which has been approved by the Board, a budget of the Company and its Subsidiaries such plan to include, on a consolidated basis consisting of quarterly basis, the following: (i) a consolidated statement of incomeprojected quarterly operating and capital budget, including; (ii) a projected quarterly income statement, statement of cash flows and consolidated balance sheet for and a report containing management’s discussion and analysis of such projections; and (iii) a certificate signed by a Responsible Officer of Borrower to the upcoming fiscal yeareffect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared; (d) every Friday afternoon, a rolling 13-week cash flow forecast and KPIs in a format acceptable to Lenders; (e) simultaneously with delivery to the applicable parties, copies of all material communications between the Board and Bxxxxxxx’s investment banker and notices of all scheduled calls between the Board and Bxxxxxxx’s investment banker, with Lxxxxxx’ right to participate in such calls; and (df) simultaneously with any additional reports or documents as reasonably requested by the delivery of each set of financial statements referred to in clauses (a) and (b) above, consolidating statements of income (or operations) and cash flow and consolidating balance sheets prepared by management of the Company reflecting the assets, liabilities and results of operations of such non-Wholly Owned SubsidiariesLenders.

Financial Statements; Budget. Deliver the following to each holder of a Note, in form and detail satisfactory to the Required Holders: (a) as soon as available, but in any event within 120 days after the end of each fiscal year of the Company, a consolidated and, if requested by the Required Holders, consolidating, balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, LLP or another independent certified public accountant reasonably acceptable to the Required Holders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception and accompanied by a certificate of the chief executive officer, chief financial officer or chief accounting officer of the Company stating that no Event of Default was discovered or occurred during the examination of the Company, provided that timely filing by the Company of its Form 10‑K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor with the SEC on XXXXX, shall be deemed to satisfy the requirements of this Section 9.1(a), provided further, that upon request of any holder to receive paper copies of such financial statements, the Company will promptly deliver such paper copies to such holder; (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations and retained earnings for such fiscal quarter and for the portion of the Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company as fairly presenting the financial condition, results of operations and shareholders’ equity of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotesfootnotes , provided that timely filing by the Company of its Form 10‑Q prepared in compliance with the requirements therefor with the SEC on XXXXX shall be deemed to satisfy the requirements of this Section 9.1(b), provided further, that upon request of any holder to receive paper copies of such financial statements, the Company will promptly deliver such paper copies to such holder; (c) as soon as available, but in any event not later than the last Business Day of each fiscal year of the Company, a budget of the Company and its Subsidiaries on a consolidated basis consisting of a consolidated statement of income, statement of cash flows and consolidated balance sheet for the upcoming fiscal year; and (d) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, consolidating statements of income (or operations) and cash flow and consolidating balance sheets prepared by management of the Company reflecting the assets, liabilities and results of operations of such non-Wholly Owned Subsidiaries.