Common use of Financial Statements Clause in Contracts

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party The Credit Parties shall maintain, and shall cause each of its Subsidiaries to maintain, at all times maintain a system of accounting established capable of producing its individual and administered in accordance with sound business practices to permit the preparation of consolidated financial statements in conformity compliance with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and disclosure, are subject to normal year-end adjustmentsadjustments and need not be consolidated). The Parent Borrower , and shall deliver furnish to Lender or its authorized representatives such information regarding the Administrative Agent business affairs, operations and each financial condition of the Credit Parties as Lender by Electronic Transmission and in detail reasonably satisfactory may from time to the Administrative Agent and the Required Lenderstime request or require, including, but not limited to: (a) If the Revolving Loan Maturity Date is extended beyond the original term, as soon as available, but not later than 90 and in any event, within ninety (90) days after the end close of each Fiscal Yearfiscal year, a copy of the annual audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating financial statements of Borrower, including balance sheet, statement of income or operationsand retained earnings, shareholders’ equity and statement of cash flows for such Fiscal Yearthe fiscal year then ended, setting forth in each case in comparative form the figures for the previous Fiscal Yearreasonable detail, prepared and accompanied reviewed by the report of any “Big Four” or other nationally recognized an independent certified public accounting firm accountant reasonably acceptable to the Administrative Agent which report shall contain Lender, containing an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andaccountant; (b) as soon as available, but not later than 45 and in any event, within thirty (30) days after the end close of each of the first three Fiscal Quarters of each Fiscal Yearfiscal quarter, a copy of the quarterly unaudited consolidated financial statements of Borrower, including balance sheet, statement of income and Consolidating balance sheets retained earnings, statement of Holdings cash flows for the fiscal year then ended, in reasonable detail, prepared and each certified as accurate in all material respects by the President, Chief Executive Officer or Chief Financial Officer of its SubsidiariesBorrower; and (c) as soon as available, and the related consolidated and Consolidating statements of incomein any event, shareholders’ equity and cash flows as of within ten (10) days following the end of such Fiscal Quarter and each calendar month, a consolidated cash flow report of the Borrower for the portion of the Fiscal Year month then ended, each in reasonable detail, prepared and certified as accurate in all material respects by the President, Chief Executive Officer or Chief Financial Officer of which Borrower. No change with respect to such accounting principles shall fairly present, be made by the Credit Parties without giving prior notification to Lender. The Credit Parties represent and warrant to Lender that the financial statements delivered to Lender at or prior to the execution and delivery of this Agreement and to be delivered at all times thereafter accurately reflect and will accurately reflect the financial condition of the Credit Parties in all material respects. Lender shall have the right at all times (and on reasonable notice so long as there then does not exist any Event of Default) during business hours to inspect the books and records of the Credit Parties and make extracts therefrom. Borrower agrees to advise Lender immediately, in accordance with GAAPwriting, of the financial position and occurrence of any Material Adverse Effect, or the results occurrence of operations of Holdings and its Subsidiariesany event, subject circumstance or other happening that could be reasonably expected to normal year-end adjustments and absence of footnote disclosureslead to or become a Material Adverse Effect.

Financial Statements. Each Loan Party shall maintain(a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) The audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2014, and shall cause each the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to maintaineach Lender, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements (i) were prepared in conformity with GAAP and (provided that monthly ii) fairly present in all material respects, the consolidated financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy condition of the audited consolidated Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year date indicated and the related consolidated and Consolidating statements results of income or operations, shareholders’ equity their operations and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures flow for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods period indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit applied on a basis consistent with prior years (except for an explanatory paragraph solely changes with respect which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to or resulting solely from an upcoming scheduled maturity date the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Loans Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other series of Indebtedness permitted under Section 7.05(g), than operating leases) or unusual forward or long-term commitment that is not reflected in each case, occurring within one year from the time such report is delivered); and financial statements referred to in clause (b) as soon as available, but above and not later than 45 days after otherwise permitted by this Agreement. (d) The Projections have been prepared by the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each Borrower taking into consideration past operations of its Subsidiariesbusiness, and reflect projections for the related consolidated period beginning approximately January 1, 2015 and Consolidating statements ending approximately December 31, 2019 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of incomewhich the Borrower believes, shareholders’ equity and cash flows as of the end Closing Date, to be reasonable in light of such Fiscal Quarter current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresperiods set forth therein.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Restricted Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly unaudited interim financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 one-hundred and twenty (120) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall (i) contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and shall (ii) not be subject to include any “going concern” or like qualification or exception or any qualification or exception explanatory paragraph expressing substantial doubt as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andgoing concern status; (b) as soon as available, but not later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Yearyear, a copy of the unaudited consolidated and Consolidating consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified by an appropriate Responsible Officer of which shall the Borrower as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not later than within 90 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of the MLP and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at of the end of such year and the related audited consolidated and Consolidating statements of income or operations, shareholders’ equity and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any reported on without a “going concern” or like qualification or exception exception, or any qualification or exception as to arising out of the scope of such audit the audit, by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing (except for an explanatory paragraph solely it being understood that the report referred to in this sentence is the report with respect to or resulting solely from an upcoming scheduled maturity date the MLP’s audited financial statements and not any report with respect to the effectiveness of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is deliveredMLP’s internal controls over financial reporting); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated balance sheet of the MLP and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements of income and of cash flows for such Fiscal Quarter and the portion of the Fiscal Year then endedYear, setting forth in each case in comparative form the figures for the corresponding previous Fiscal Quarter and corresponding portion of which shall the MLP’s previous Fiscal Year, certified by a Responsible Officer as being fairly present, stated in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, respects (subject to normal year-end audit adjustments and the absence of footnote disclosuresfootnotes). All such financial statements shall be fairly stated in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed therein) consistently throughout the periods reflected therein. Any documents required to be delivered pursuant to subsection (a) or (b) above or Section 6.2(d) or 6.2(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the MLP posts such documents, or provides a link thereto, on the MLP’s website on the internet at the following website address: xxx.xxxxxxxxxxx.xxx; or (ii) on which such documents are posted on the MLP’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party or SEC website or whether sponsored by the Administrative Agent; provided that the MLP shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents to the extent any Lender or the Administrative Agent reasonably demonstrates that it cannot access or obtain such documents.

Financial Statements. Each Loan Party Tenant shall maintain, and shall cause each of its Subsidiaries furnish the following statements to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLandlord: (a) as soon as availablepublicly available or, but not later than 90 in the event the same shall no longer be required to be made public, within forty-five (45) days after each of the first three Fiscal Quarters of any Fiscal Year, the most recent Consolidated Financials; (b) as soon as publicly available or, in the event the same shall no longer be required to be made public, within ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows most recent Consolidated Financials for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied certified by the report of any “Big Four” or other nationally recognized an independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andaccountant; (bc) as soon as available, but not later than 45 within thirty (30) days after the end of each Accounting Period, an unaudited operating statement prepared on a Hotel by Hotel basis, including occupancy percentages and average rate; and (d) promptly after the sending or filing thereof, copies of all reports which Tenant or the Guarantor sends to its security holders generally, and copies of all periodic reports which Tenant or the Guarantor files with the SEC or any stock exchange on which its shares are listed or traded. In addition, Tenant shall provide Landlord with information relating to Tenant and its operation of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating Leased Property that (a) may be required in order for Landlord to prepare financial statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position GAAP or to comply with applicable securities laws and regulations and the results SEC's interpretation thereof and (b) is of operations of Holdings the type that the Guarantor and its SubsidiariesAffiliated Persons customarily prepare for other hotel owners; provided, subject however, that (i) Tenant reserves the right, in good faith, to normal year-end adjustments challenge and absence require Landlord to use commercially reasonable efforts to challenge any assertion by the SEC, any other applicable regulatory authority, or Landlord's independent public accountants that applicable law, regulations or GAAP require the provision or publication of footnote disclosuresProprietary Information, (ii) Landlord shall not, without Tenant's consent (which consent shall not be unreasonably withheld, delayed or conditioned), acquiesce to any such challenged assertion until Landlord has exhausted all reasonable available avenues of administrative review, and (iii) Landlord shall consult with Tenant in pursuing any such challenge and will allow Tenant to participate therein if and to the extent that Tenant so elects. Landlord acknowledges that the foregoing does not constitute an agreement by Tenant either to join in any Landlord filing with or appearance before the SEC or any other regulatory authority or to take or consent to any other action which would cause Tenant to be liable to any third party for any statement or information other than those statements incorporated by reference pursuant to clause (a) above. Subject to any Hotel Mortgagee entering into such confidentiality agreement with Tenant as Tenant may reasonably require, Landlord may at any time, and from time to time, provide any Hotel Mortgagee with copies of any of the foregoing statements. In addition, Landlord shall have the right, from time to time at Landlord's sole cost and expense, upon reasonable Notice, during Tenant's customary business hours, to cause Tenant's books and records with respect to the Leased Property to be audited by auditors selected by Landlord at the place where such books and records are customarily kept, provided that, prior to conducting such audit, Landlord shall enter into a confidentiality agreement with Tenant, such agreement to be in form and substance reasonably satisfactory to Landlord, Tenant and the Guarantor.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries The Seller has heretofore furnished to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: a copy of (a) as soon as availableits consolidated balance sheet for the most recent fiscal year-end, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for the Seller for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by with the report opinion thereon of any “Big Four” or other a nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after its consolidated balance sheet for the end of each most recent quarterly fiscal period of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, Seller and the related consolidated and Consolidating statements of income, shareholders’ equity income and retained earnings and of cash flows as of the end of such Fiscal Quarter and for the portion of Seller and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the Fiscal Year then ended, each of which shall figures for the previous year. All such financial statements fairly present, in all material respects, the consolidated financial condition of the Seller and its Subsidiaries and the consolidated results of its operations as at such dates and for such fiscal periods, all in accordance with GAAPGAAP (other than monthly financial statements solely with respect to footnotes, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence cash flow statements) applied on a consistent basis. Since the most recent fiscal quarter-end, there has been no material adverse change in the consolidated business, operations or financial condition of footnote disclosuresthe Seller and its consolidated Subsidiaries taken as a whole from that set forth in said financial statements nor is Seller aware of any state of facts which (with notice or the lapse of time) would or could result in any such material adverse change. The Seller has, on the date of the statements delivered pursuant to this Section (the “Statement Date”) no liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Seller except as heretofore disclosed to Administrative Agent in writing.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Borrowers will furnish to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not later than 90 and in any event within 120 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets financial statements of Holdings and each its Subsidiaries consisting of a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied prepared by the report independent public accountants of any “Big Four” nationally or regionally recognized standing (or other nationally recognized firm of independent certified public accounting firm accountants reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating Lender, it being agreed and acknowledged that such consolidated financial statements present fairly each of RSM US LLP and WithumSmith+Brown, P.C. is acceptable to the Lender) in all material respects the financial position accordance with generally accepted auditing standards (and, except for the periods indicated in conformity with GAAP and Permitted Going Concern Qualification (if any), shall not be subject to any “going concern” or like qualification or qualification, exception or any qualification or exception explanatory paragraph), certified by a Financial Officer of the Company as to fairly presenting in all material respects the scope financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP consistently applied, together with a management discussion and analysis of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)financial statements; and (b) as soon as available, but not later than 45 in any event within 60 days after the end of each of calendar quarter, commencing with the first three Fiscal Quarters of each Fiscal Yearcalendar quarter ending September 30, 2021, a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each its Subsidiaries as at the end of its Subsidiariessuch calendar quarter, and the related consolidated and Consolidating statements of incomeincome or operations, shareholders’ equity and cash flows as of the end of for such Fiscal Quarter calendar quarter and for the portion of the Holdings’ Fiscal Year then ended, in each case setting forth in comparative form the year-to-date period of which shall the current Fiscal Year as compared to the corresponding portion of the previous Fiscal Year, certified by a Financial Officer of the Company as fairly present, presenting in all material respects, in accordance with GAAP, respects the financial position and the condition, results of operations operations, shareholders’ equity and cash flows of Holdings and its SubsidiariesSubsidiaries in accordance with GAAP consistently applied, subject only to normal year-end adjustments and the absence of footnote disclosuresfootnotes. (c) Notwithstanding anything in this Section 5.1 to the contrary, commencing after the Qualified SPAC Transaction Effective Date, (i) any financial statements required to be delivered pursuant to this Section 5.1 shall be financial statements of the Consolidated Group and (ii) the obligations in clauses (a) and (b) of this Section 5.1 may be satisfied with respect to financial information of the Consolidated Group by furnishing (A) the applicable financial statements of the Consolidated Group to the Lender or (B) the Form 10-K, 10-Q or 8-K, as applicable, of the Consolidated Group, filed with the SEC. Documents required to be delivered pursuant to Sections 5.1(a) and (b) and Section 5.2(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (x) Holdings or the Company provides a link thereto on Holdings’ or the Company’s website on the Internet, (y) such documents are posted on Holdings’ or the Company’s behalf on IntraLinks/IntraAgency or another website, if any, to which the Lender has access (whether a commercial, third-party website or whether sponsored by the Lender), or (z) such financial statements and/or other documents are posted on the SEC’s website on the Internet at xxx.xxx.xxx.

Financial Statements. Each If Borrower is a private company, it shall deliver to Agent and Lenders (a) unaudited consolidated and, if available, consolidating balance sheets, statements of operations and cash flow statements within 45 days of each month end, in a form acceptable to Agent and certified by Borrower’s chief executive officer or chief financial officer, (b) an updated capitalization table of Borrower in the form that Borrower uses with its existing investors within (i) 5 Business Days after the date of each funding of a Term Loan Party hereunder and (ii) 45 days after each quarter end and (c) beginning with the fiscal year ending December 31, 2008, its complete annual audited consolidated and, if available, consolidating financial statements prepared under GAAP and certified by an independent certified public accountant selected by Borrower and satisfactory to Agent (it being understood that any “Big Four” accounting firm shall maintainbe acceptable to Agent) within 120 days of the fiscal year end or, if sooner, at such time as Borrower’s Board of Directors receives the certified audit; provided, however, that Borrower shall deliver the certified audits for the fiscal years ending December 31, 2006 and December 31, 2007 to Agent and Lenders on or prior to the earlier of (x) the date that is 5 days after the date on which Borrower receives the respective certified audit and (y) June 30, 2008. If Borrower is a publicly held company, it shall cause each provide to Agent and Lenders (A) quarterly unaudited consolidated and, if available, consolidating balance sheets, statements of its Subsidiaries to maintain, a system of accounting established operations and administered cash flow statements that have been reviewed in accordance with sound business practices to permit standards of the preparation Public Accounting Oversight Board (United States) by a recognized firm of certified public accounts, and (B) annual audited consolidated and, if available, consolidating balance sheets, statements of operations and cash flows certified by a recognized firm of certified public accountants. The financial statements described in conformity with GAAP the foregoing clauses (A) and (B) shall be delivered within 5 Business Days after the statements are provided that monthly financial statements shall not be required to have footnote disclosures Borrower in reviewed/certified form by such public accountants, and are subject to normal year-end adjustments). The Parent if Agent requests, Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission Lenders monthly unaudited and in detail reasonably satisfactory to the Administrative Agent unreviewed consolidated balance sheets, statements of operations and the Required Lenders: (a) as soon as available, but not later than 90 cash flow statements within 30 days after the end of each Fiscal Yearmonth. All such statements are to be materially prepared using GAAP (subject, in the case of unaudited financial statements, to the absence of footnotes and normal year-end and audit adjustments) and, if Borrower is a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating publicly held company, are to be materially in compliance with applicable SEC requirements. All financial statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and delivered pursuant to this Section 6.3 shall be accompanied by a compliance certificate, signed by the report chief financial officer of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g)Borrower, in each case, occurring within one year from the time such report is delivered); and form attached hereto as Exhibit D. Borrower shall deliver to Agent and Lenders (bi) as soon as available, but available and in any event not later than 45 30 days after the end of each fiscal year of Borrower, an annual operating plan for Borrower, on a consolidated and, if available, consolidating basis, approved by the Board of Directors of Borrower, for the current fiscal year, in form and substance satisfactory to Agent and (ii) such budgets, sales projections, or other financial information as Agent or any Lender may reasonably request from time to time generally prepared by Borrower in the Ordinary Course of Business. Lenders and Agent hereby acknowledge that until all of the first three Fiscal Quarters information contained in the financial statements provided by Borrower pursuant to this section is fully disclosed in Borrower’s public filings with the SEC, such information will remain both material and non-public; for the avoidance of each Fiscal Yeardoubt, a copy forward-looking statements, including but not limited to the annual operating plan and sales projections that Borrower will provide to Lenders and Agent pursuant to this section, will be material and non-public information until Borrower has filed with the SEC financial statements reporting results for all of the unaudited consolidated time periods covered by such plans and Consolidating balance sheets projections. The Borrower hereby agrees that, notwithstanding any repayment of Holdings and the Term Loans or termination of this Agreement, so long as Borrower is a private company Borrower shall continue to deliver to each Lender the documents required under this Section 6.3 until each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as Warrants have either expired by their terms or been exercised. The provisions of the end immediately preceding sentence shall survive the termination of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresthis Agreement.

Financial Statements. Each Loan The Financial Reporting Party shall maintain, and shall cause each has heretofore furnished to Buyer a copy of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after consolidated balance sheet and the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at for the end of such fiscal year ended the Annual Financial Statement Date and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, with the opinion thereon of an Approved CPA and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after consolidated balance sheet and the end consolidated balance sheets of its consolidated Subsidiaries for each of the first three Fiscal Quarters of each Fiscal Year, a copy monthly period(s) of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its SubsidiariesFinancial Reporting Party up until Monthly Financial Statement Date, and the related consolidated and Consolidating statements of income, shareholders’ equity income and retained earnings and of cash flows as of the end of such Fiscal Quarter and for the portion of Financial Reporting Party and its consolidated Subsidiaries for such monthly period(s), setting forth in each case in comparative form the Fiscal Year then ended, each of which shall figures for the previous year. All such Financial Statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAPGAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial position and condition of the results of operations of Holdings Financial Reporting Party and its Subsidiariesconsolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would or could result in any such material adverse change or could have a Material Adverse Effect. The Financial Reporting Party does not have, subject on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to normal year-end adjustments and absence of footnote disclosuresBuyer in writing.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not later than 90 in any event within 100 days after the end of each Fiscal Yearfiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at the end of such year and the related audited consolidated and Consolidating statements of income or operations, shareholders’ equity and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any reported on without a “going concern” or like qualification or exception exception, or any qualification or exception as to arising out of the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans audit, by Deloitte & Touche LLP or other series independent certified public accountants of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)nationally recognized standing; and (b) as soon as available, but in any event not later than 45 55 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Yearfiscal year of the Borrower, a copy of the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of at the end of such Fiscal Quarter quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the Fiscal Year then endedfiscal year through the end of such quarter, setting forth in each of which shall case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly present, stated in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, respects (subject to normal year-end adjustments audit adjustments). All such financial statements shall be complete and absence correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods and shall be deemed to have been delivered on the date on which the Borrower provides notice to the Administrative Agent that such information has been posted on the Borrower’s website at the website address listed on the signature pages of footnote disclosuressuch notice, at xxx.xxx.xxx or at such other website identified in such notice and accessible by the Lenders without charge; provided that the Borrower shall deliver paper copies of such financial statements to the Administrative Agent or any Lender who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative Agent or such Lender. The Borrower will be deemed to have satisfied the requirements of this Section 6.1 if any parent files with the SEC and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods specified by the applicable rules and regulations of the SEC, and the Borrower is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such parent.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of The financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures of the Borrower and are subject to normal year-end adjustments). The Parent Borrower shall deliver of the Guarantor delivered to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory on or prior to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements Closing Date fairly present fairly in all material respects on a consolidated basis the assets, liabilities and financial position of the Borrower and the Guarantor as at the dates of such financial statements, and the results of the operations and changes of financial position for the periods indicated then ended (other than customary year-end adjustments for unaudited financial statements). For the avoidance of doubt, the financial statements described in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope preceding sentence (the receipt of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date which is hereby acknowledged by the Administrative Agent) consist of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end copies of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated Borrower’s and Consolidating Guarantor’s balance sheets for the fiscal years of Holdings Borrower and each of its SubsidiariesGuarantor ended December 31, 2019 and December 31, 2020 and the related consolidated and Consolidating statements of income, cash flows, and shareholders’ equity for Borrower and cash flows as Guarantor for such fiscal years, with the opinion thereon of the end of Borrower’s and Guarantor’s independent accountants. All such Fiscal Quarter financial statements are complete and for the portion of the Fiscal Year then ended, each of which shall correct and fairly present, in all material respects, in accordance with GAAP, the financial position condition of the Borrower and the Guarantor and the results of their respective operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis. Since the date of Holdings the most recent financial statements referenced above for each of the Borrower and its Subsidiariesthe Guarantor, subject there has been no Material Adverse Change in the consolidated business, operations or financial condition of the Borrower or the Guarantor from that set forth in such financial statements nor is the Borrower or the Guarantor aware of any state of facts which (with notice or the lapse of time) would or could result in any such Material Adverse Change. The Borrower and the Guarantor each have, on the date of the statements delivered pursuant to normal yearthis clause (h) no material liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or material liabilities for taxes, long-end adjustments term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and absence related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of footnote disclosuresthe Borrower or the Guarantor except as heretofore disclosed to the Administrative Agent in writing.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly and quarterly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersTransmission: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets sheet of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to Agent or any other independent public accounting firm (if not a “Big Four” or other nationally-recognized independent public accounting firm) acceptable to Agent in its sole discretion (it being agreed that, as of the Administrative Agent Closing Date, BDO Xxxxxxx, LLP is acceptable to Agent) which report shall (i) contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such year to year inconsistencies as may arise due to a change in GAAP permitted hereunder) and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status; provided that it shall not be a violation of this clause (a) if the audit and opinion accompanying the financial statements for any Fiscal Year ending on or after December 31, 2015 is subject to any a “going concern” or like qualification or exception or any qualification or exception solely as a result of the respective Maturity Date being scheduled to occur within twelve months from the scope date of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gand opinion), in each case, occurring within one year from the time such report is delivered); and; (b) as soon as available, but not later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of Quarter in each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and (c) as soon as available, but not later than thirty (30) days after the end of each fiscal month (other than the last fiscal month of which shall any Fiscal Quarter), a copy of the unaudited consolidated balance sheet of Holdings and its Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party (1) Manager shall maintainmaintain or cause to be maintained accurate and complete financial accounts (including the appropriate ledgers and journals) and supporting documents (including invoices and receipts) for the Property showing assets, liabilities, income, operations, transactions and the financial position of the Property to enable the financial statements referred to in Section B(2) of this Article to be properly and efficiently prepared (including, without limitation, by maintaining proper computer programs and systems), and must keep "hard" copies of such financial accounts and supporting documents at its principal office, or otherwise ensure that such copies are readily available, for at least seven (7) years. Owner acknowledges that (unless Owner shall cause each have contributed to the cost of its Subsidiaries acquiring or developing such software) the computer software maintained by Manager for the purposes of this Section B belongs to maintain, a system of accounting established and administered Manager if the software is used by Manager or Related Persons in accordance connection with sound business practices to permit the preparation of financial statements in conformity with GAAP other shopping centers or assets. (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower 2) Manager shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: Owner, within thirty (a30) as soon as available, but not later than 90 days after the end of each Fiscal Yearfiscal quarter, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures except for the previous Fiscal Year, and accompanied by the report last quarter of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to Fiscal Year in which case the Administrative Agent which report applicable period shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit sixty (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b60) as soon as available, but not later than 45 days after the end of each of such Fiscal Year: (i) for the first three Fiscal Quarters of each periods ending March 31, June 30 and September 30 in the relevant Fiscal Year, a copy of unaudited financial statements for the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and Property for the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter respective periods and for the portion Fiscal Year to date; and (ii) for the period ending December 31, in the relevant Fiscal Year, unaudited financial statements for the Property for the respective period and for the Fiscal Year to date, in each case including, without limitation, a profit and loss statement, a balance sheet and reconciliations for the Owner's Account and any other account operated by Manager for the purposes of this Agreement. (3) The financial reports delivered pursuant to Section B(2) of this Article shall be accompanied by: (i) a revised projection for the balance of the Fiscal Year then endedcomparing the Property's position with the Annual Plan, each taking into account the actual Gross Income, Operating Expenses and capital expenses received from or incurred for the Property to the relevant date and of the estimated sums for the balance of the Fiscal Year of anticipated Operating Expenses, capital expenses, Gross Income and capital receipts, together with an explanation of material variances from the Annual Plan; (ii) a revised statement of anticipated events or activities affecting the Property which shall fairly presentare expected to take place; (iii) such other information, including, without limitation, such reports as may be required by any lender or mortgagee of Owner, as Owner may reasonably request in good faith concerning the Property; and (iv) for the period ending December 31, in each Fiscal Year only, an inventory of all material respectsequipment, in accordance with GAAPmachinery and other property owned by Owner showing their current depreciated values as at December 31, of the relevant Fiscal Year for tax purposes. (4) All financial position reports prepared pursuant to this Article shall be prepared on a basis of presentation as agreed upon by Owner and the results of operations of Holdings and its Subsidiaries, subject Manager from time to normal year-end adjustments and absence of footnote disclosurestime.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver furnish to the Administrative Agent and (for distribution to each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:Bank): (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “reported on without a "going concern” " or like qualification or exception exception, or any qualification or exception as to arising out of the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans audit, by PricewaterhouseCoopers LLP or other series independent certified public accountants of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)nationally recognized standing; and (b) as soon as available, but in any event within 10 days after delivery of the financial statements described in paragraph (a) above, the corresponding consolidating balance sheet as at the end of such year and the related consolidating statements of income and retained earnings and of cash flows for such year, all showing separately the principal lines of business conducted by separate Subsidiaries or groups of Subsidiaries to the extent requested by the Administrative Agent, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its consolidated Subsidiaries, taken as a whole; (c) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Yearfiscal year of the Borrower, a copy of the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of at the end of such Fiscal Quarter quarter and the related unaudited consolidated statements of income and retained earnings and of cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the Fiscal Year then endedfiscal year through the end of such quarter, setting forth in each of which shall case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly present, stated in all material respects, respects when considered in accordance with GAAP, relation to the consolidated financial position and statements of the results of operations of Holdings Borrower and its Subsidiaries, consolidated Subsidiaries (subject to normal year-end adjustments audit adjustments); and (d) as soon as available, but in any event within 10 days after delivery of the financial statements described in paragraph (c) above, the corresponding consolidating balance sheet as at the end of such quarter and absence the related consolidating statements of footnote disclosuresincome and retained earnings and of cash flows for the portion of the fiscal year through such date, all showing separately the entities described in paragraph (b) above, certified by a Responsible Officer of the Borrower as being fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower for such quarter taken as a whole; all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). Any delivery required to be made pursuant to subsections 5.1(a), (b), (c) or (d) shall be deemed to have been made on the date on which the Borrower posts such delivery on the Internet at the website of the Borrower or when such delivery is posted on the SEC's website on the Internet at www.sec.gov; PROVIDED that the Borrower shall have given notice xx xxx xxxh posting to the Banks, which notice shall include a link to the applicable website to which such posting was made; PROVIDED, FURTHER, that the Borrower shall deliver paper copies of any delivery referred to in subsections 5.1(a), (b), (c) or (d) to any Bank that requests the Borrower to deliver such paper copies until notice to cease delivering such paper copies is given by such Bank.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of Consolidated financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and (for prompt further distribution to each Lender Lender) by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal YearYear of the Borrower, a copy Consolidated balance sheet of the audited consolidated Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year, and the related consolidated and Consolidating Consolidated statements of income or operations, shareholdersstockholders’ 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, audited and accompanied by the a report and opinion of PricewaterhouseCoopers LLP or any “Big Four” or other nationally recognized independent certified registered public accounting firm reasonably acceptable 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 “going concern” or like qualification or exception or explanatory paragraph or any qualification or exception as to the Administrative Agent which report scope of such audit and shall contain an unqualified opinion stating be to the effect that such consolidated financial statements present fairly represent in all material respects the financial position condition and results of operations of the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP consistently applied; (b) as soon as available, but not later than forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year of the Borrower, a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Quarter, and the related (i) Consolidated statements of income or operations for such Fiscal Quarter and for the periods indicated portion of the Fiscal Year then ended and (ii) Consolidated statements of cash flows for the portion of the Fiscal Year then ended, setting forth in conformity each case in comparative form the figures and projections 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 Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the 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 not later than thirty (30) days after the end of the first two (2) fiscal months of each Fiscal Quarter of the Borrower, a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of each such fiscal month, and the related (i) Consolidated statements of income or operations for such fiscal month and for the portion of the Fiscal Year then ended and (ii) Consolidated statements of cash flows for the portion of the Fiscal Year then ended (it being understood that such monthly balance sheets, statements of income or operations and statements of cash flows shall be internal non-GAAP financial statements prepared by the Borrower in the ordinary course), setting forth in each case in comparative form the figures and projections for the corresponding fiscal month 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 Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries. Notwithstanding the foregoing, the obligations in subsections (a) and (b) of this Section 4.1 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the Consolidated financial statements of Borrower, or (B) the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC (provided, that such documents shall be deemed furnished if made available on the internet via XXXXX, or any successor system of the SEC, or via the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxxxxxxxxx.xxx/), and to the extent such information is in lieu of information required to be provided under subsection 4.1(a), such materials are accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting 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 “going concern” or like qualification or exception or any qualification or explanatory paragraph or exception as to the scope of such audit (except for an explanatory paragraph solely with respect and shall be to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time effect that such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating financial statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, represent the financial position condition and the results of operations of Holdings the Borrower and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresSubsidiaries on a Consolidated basis in accordance with GAAP consistently applied.

Financial Statements. Each Loan Party shall maintain, and shall cause Furnish to each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersBank: (a) as soon as available, but in any event not later than 90 days after the end close of each Fiscal Yearfiscal year of the Borrower, a copy of the audited annual audit report for such year for the Borrower and its consolidated Subsidiaries, including therein the consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at the end of such year fiscal year, and the related consolidated and Consolidating statements statement of income or operationsincome, shareholders’ equity retained earnings and cash flows flow of the Borrower and its consolidated Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding fiscal year, all in reasonable detail, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and accompanied with the prior year with such changes therein as shall be approved by the report of any “Big Four” or other nationally recognized Borrower's independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that accountants, such consolidated financial statements present fairly to be certified by independent certified public accountants selected by the Borrower from among the five largest accounting firms in all material respects the financial position for United States on the periods indicated in conformity with GAAP and shall not be subject date of this Agreement or their successors, or otherwise acceptable to any “the Agent, without a "going concern” " or like qualification or any exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date arising out of the Loans restricted or other series limited nature of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time examination made by such report is delivered)accountants; and (b) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Yearfiscal year of the Borrower, a copy of the unaudited consolidated financial statements of the Borrower and Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries, including therein (i) the consolidated balance sheet of the Borrower and the related its consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of at the end of such Fiscal Quarter fiscal quarter, (ii) the related consolidated statement of income, retained earnings and cash flow of the Borrower and its consolidated Subsidiaries, and (iii) the related consolidated statement of changes in financial position of the Borrower and its consolidated Subsidiaries all for the portion period from the beginning of such fiscal year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the like period of the Fiscal Year then endedpreceding fiscal year; all in reasonable detail, each of which shall fairly present, in all material respects, prepared in accordance with GAAP, GAAP applied on a basis consistently maintained throughout the financial position period involved and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosureswith prior periods.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Deliver to the Administrative Agent (and each Lender by Electronic Transmission the Administrative Agent shall make the same available to the Lenders), in form and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Year, a copy fiscal year of the audited Company, (i) a consolidated balance sheet of the Company and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year fiscal year, and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail, audited and accompanied by the a report and opinion of any “Big Four” or other nationally recognized an independent certified public accounting firm accountant of nationally recognized standing reasonably acceptable to the Administrative Agent Required Lenders, which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP and shall not be subject to any “going concern” qualifications or like qualification or exception or exceptions as to the scope of the audit nor to any qualifications and exceptions not reasonably acceptable to the Required Lenders; provided, that if the Company switches from one independent public accounting firm to another and if such switch has occurred during any fiscal period being audited by such new accounting firm, the audit report of any such new accounting firm may contain a qualification or exception as to the scope of such audit consolidated financial statements that relates to the period of such fiscal period prior to its retention, and (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date ii) a copy of the Loans unaudited consolidating balance sheets of the Company and its Subsidiaries as of the end of such fiscal year and the related consolidating statements of income or other series operations for such fiscal year, which consolidating statements shall tie to the annual audited financial statements referred to in the preceding in clause (i) and shall be certified by the chief financial officer, chief executive officer, treasurer or controller of Indebtedness permitted under Section 7.05(g), the Company as having been developed and used in each case, occurring within one year from connection with the time preparation of such report is delivered)annual audited financial statements; and (b) as soon as available, but not later than in any event within 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of the Company, a copy consolidated balance sheet of the unaudited consolidated Company and Consolidating balance sheets its Subsidiaries as at the end of Holdings and each of its Subsidiariessuch fiscal quarter, and the related consolidated and Consolidating statements of incomeincome or operations for such fiscal quarter and for the portion of the Company’s fiscal year then ended, shareholders’ equity 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 chief financial officer, chief executive officer, treasurer or controller of the Company as fairly presenting the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. Such balance sheet and related consolidated statements of income or operations shall be accompanied by consolidating balance sheets of the Company and its Subsidiaries as of the end of such Fiscal Quarter quarter and the related consolidating statements of income or operations for such quarter and shall tie to the portion quarterly financial statements for such quarter. As to any information contained in materials furnished pursuant to Section 7.02(c), the Company shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the Fiscal Year then ended, each obligation of which shall fairly present, the Company to furnish the information and materials described in all material respects, in accordance with GAAP, clauses (a) and (b) above at the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosurestimes specified therein.

Financial Statements. Each of the Loan Party Parties shall maintain, for itself and shall cause each of its Subsidiaries to maintainConsolidated Subsidiaries, on a consolidated basis, a system of accounting established and administered in accordance with sound business practices GAAP and deliver, or cause to permit the preparation of financial statements in conformity be delivered, to Administrative Agent, with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and sufficient copies for each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not no later than 90 fifteen (15) days after following the end date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of each Fiscal Year, a copy of such financial statements: (i) the audited consolidated balance sheet and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operationsincome, shareholders’ partners equity and cash flows of Parent as of the end of and for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied all (A) reported on by the report of any “Big Four” or other a nationally recognized independent certified public accounting firm reasonably acceptable (the “Independent Auditor”) (without a “going concern” or like qualification or exception and without any qualification or exception as to the Administrative Agent which report shall contain an unqualified opinion stating scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated condition, results of operations and cash flows of Parent and its Consolidated Subsidiaries on a consolidated basis in conformity accordance with GAAP consistently applied, and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception (B) certified by a Responsible Officer as to fairly presenting in all material respects, the scope financial condition, results of operations and cash flows of Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (ii) unaudited annual consolidating balance sheet and consolidating statement of income for Parent and its Consolidated Subsidiaries as of the end of such audit (except for an explanatory paragraph solely year, certified by a Responsible Officer as fairly presenting in all material respects, the financial condition, results of operations of Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)GAAP consistently applied; and (iii) the unaudited consolidated balance sheet and related statements of income, partners equity and cash flows of the Company as of the end of and for such year, setting forth in each case in comparative form the figures for the previous final year, and unaudited consolidating balance sheets and statements of income, all certified by a Responsible Officer as fairly presenting in all material respects, the financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes. (b) as soon as available, but not later than 45 fifteen (15) days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year, a copy fiscal year of Parent: (i) the unaudited consolidated balance sheet and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ partners equity and cash flows of Parent as of the end of such Fiscal Quarter and for such fiscal quarter and the then elapsed portion of the Fiscal Year then endedfiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of which shall (or, in the case of the balance sheet, as of the end of), the previous fiscal year, all certified by a Responsible Officer as fairly present, presenting in all material respects, the financial condition, results of operations and cash flows of Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to the absence of footnotes; and (ii) the unaudited consolidated balance sheet and related statements of income, partners equity and cash flows of the Company as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Responsible Officer as fairly presenting in all material respects, the financial position and the condition, results of operations and cash flows of Holdings the Company and its SubsidiariesConsolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of footnote disclosuresfootnotes.

Financial Statements. Each Loan Party shall maintainSeller represents and warrants that all financial and other information provided by Seller to WFBC in connection with Seller’s factoring application to WFBC or to induce WFBC to enter into this Agreement is true, complete and shall cause each of its Subsidiaries correct in all material respects. Seller agrees to maintain, a system of accounting established and administered in accordance with sound business practices furnish to permit the preparation of financial statements in conformity with GAAP WFBC (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (ai) as soon as available, but not later than 90 within 120 days after the end last day of each Fiscal Yearfiscal year of Seller a consolidated statement of income and a consolidated statement of cash flows of Seller for such fiscal year, and a copy consolidated balance sheet of Seller as of the audited consolidated and unaudited Consolidating balance sheets last day of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operationsfiscal year, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied together with an auditor’s report thereon by the report of any “Big Four” or other nationally recognized an independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain accountant (if Seller generally obtains such an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gauditor’s report), in each case, occurring (ii) within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end last day of each of the first three Fiscal Quarters of each Fiscal Yearquarter, a copy of the quarterly unaudited consolidated statements of income and Consolidating statement of cash flows of Seller for each quarter and unaudited consolidated balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Seller as of the end of each quarter. Seller represents and warrants that each such Fiscal Quarter statement of income and for the portion statement of the Fiscal Year then ended, each of which shall cash flows will fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations and cash flows of Holdings Seller for the period set forth therein, and that each such balance sheet will fairly present, in all material respects, the financial condition of Seller as of the date set forth therein, all in accordance with generally accepted accounting principles applied on a consistent basis, except as otherwise noted in the accompanying auditors’ report (or, with respect to unaudited financial statements, in the notes thereto). Seller also agrees to furnish to WFBC, upon request, such additional financial and business information concerning Seller and its Subsidiariesbusiness as WFBC may reasonably request, subject including copies of its Form 941 returns filed with the Internal Revenue Service and evidence of payment of related taxes. WFBC and its agents, representatives and accountants have the right, at all times during normal business hours and without prior notice to normal year-end adjustments Seller, to conduct an audit or other examination of the financial or business records of Seller and absence to examine and make copies of footnote all books and records of Seller for the purpose of assuring or verifying compliance by Seller with the terms of this Agreement, and Seller agrees to cooperate fully with WFBC and its agents, representatives, and accountants in connection therewith. Seller agrees to properly reflect the effect of this Agreement, and all sales related thereto, in all financial reports and disclosures, written or otherwise, provided to Seller’s creditors and other interested parties. Seller specifically agrees that all accounts purchased by WFBC will be excluded from Seller’s reported accounts receivable balances. Seller also specifically agrees to immediately notify WFBC of any material adverse change in Seller’s financial condition or business.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to Agent, with sufficient copies for each Lender, the Administrative Agent and the Required Lendersfollowing documents: (a) as soon as available, but not later than 90 in any event within one hundred twenty (120) days after the end of each Fiscal Year, a copy of the audited consolidated and Consolidated and, if reasonably requested by the Agent, unaudited Consolidating balance sheets financial statements of Holdings the Borrower and each of its Consolidated Subsidiaries as at the end of such year Fiscal Year and the related consolidated audited Consolidated and if reasonably requested by the Agent, unaudited Consolidating statements of income or operationsincome, shareholders’ equity stockholders equity, and cash flows of the Borrower and its Consolidated Subsidiaries for such Fiscal YearYear or partial Fiscal Year and underlying assumptions, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied certified as being fairly stated in all material respects by the report of any “Big Four” or other an independent, nationally recognized independent certified public accounting firm reasonably acceptable satisfactory to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)Agent; and (b) as soon as available, but not later than 45 in any event within forty five (45) days after the end of each fiscal quarter of the first three Fiscal Quarters Credit Parties (except the last quarter of each Fiscal Year), a copy of Borrower prepared unaudited Consolidated and if reasonably requested by the unaudited consolidated and Agent, Consolidating balance sheets of Holdings the Borrower and each its Consolidated Subsidiaries as at the end of its Subsidiaries, such quarter and the related consolidated and Consolidating unaudited statements of income, shareholders’ stockholders equity and cash flows as of the end of such Fiscal Quarter Borrower and its Consolidated Subsidiaries for the portion of the Fiscal Year then endedthrough the end of such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, and certified by a Responsible Officer of which shall the Borrower as being fairly present, stated in all material respects, ; all such financial statements to fairly present in all material respects the financial condition and results of operations for such periods and shall be prepared in accordance with GAAPGAAP throughout the periods reflected therein and with prior periods (except as approved by a Responsible Officer and disclosed therein), provided however that the financial position statements delivered pursuant to clause (b) hereof will not be required to include footnotes and the results of operations of Holdings and its Subsidiaries, will be subject to normal change from audit and year-end adjustments and absence of footnote disclosuresadjustments.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver or cause to be delivered to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than 90 within 120 days after the end of the fiscal year ended December 31, 2020 and each Fiscal Yearsubsequent fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearcase, and accompanied audited by the report a firm of any “Big Four” or other nationally recognized independent certified public accounting firm accountants reasonably acceptable satisfactory to the Administrative Agent and accompanied by an opinion of such firm, which report opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or qualification, exception or explanatory paragraph or any qualification qualification, exception or exception explanatory paragraph as to the scope of such audit (except for an other than any such exception or explanatory paragraph that is expressly solely with respect to to, or expressly resulting solely from from, an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring any Facility that is scheduled to occur within one year from the time such report opinion is delivered) (it being understood that each of (i) Deloitte & Touche, (ii) Ernst & Young, (iii) KPMG and (iv) PricewaterhouseCoopers are satisfactory to the Administrative Agent for purposes of this Section 5.04); and; (b) as soon as available, but not later than 45 within 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of the Borrower (commencing with the fiscal quarter ending March 31, a copy of 2021), the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of at the end of such Fiscal Quarter quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the Fiscal Year then endedfiscal year through the end of such quarter, each of which shall setting forth in comparative form the figures for the previous year (commencing with the fiscal quarter ending March 31, 2022), certified by a Responsible Officer as being fairly present, stated in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, respects (subject to normal year-end audit adjustments and the absence of footnote disclosuresfootnotes); (c) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods; and (d) concurrently with any delivery of financial statements under Section 5.04(a) or Section 5.04(b), a certificate of a Responsible Officer of the Borrower certifying that, to the best of such Responsible Officer’s knowledge, no Event of Default or Default has occurred and is continuing, except as specified in such certificate and, if specified therein, an explanation of the corrective actions the Borrower has taken or proposes to take with respect thereto.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than 90 105 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied by the a report and opinion of any “Big Four” or other a Registered Public Accounting Firm of nationally recognized independent certified public accounting firm standing reasonably acceptable to the Administrative Agent Required Lenders, which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andaudit; (b) as soon as available, but not later than 45 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Yearfiscal year, a copy of the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets its Subsidiaries as of Holdings and each the end of its Subsidiaries, such quarter and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of for the end period commencing on the first day and ending on the last day of such Fiscal Quarter quarter, and for the portion of the Fiscal Year then ended, each of which shall certified by a Responsible Officer as fairly present, in all material respectspresenting, in accordance with GAAPGAAP (except for the absence of footnotes and subject to ordinary, good faith year-end audit adjustments), the financial position and the results of operations of Holdings the Borrower and its Subsidiariesthe Subsidiaries as of the date thereof; (c) as soon as available, subject but not later than 105 days after the end of each Fiscal Year, a copy of the Annual Statement of each Material Insurance Subsidiary for such Fiscal Year prepared in accordance with SAP and accompanied by the certification of the chief financial officer or treasurer of such Material Insurance Subsidiary that such Annual Statement presents fairly in accordance with SAP the financial position of such Material Insurance Subsidiary for the period then ended; (d) as soon as possible, but no later than 60 days after the end of each of the first three Fiscal Quarters of each fiscal year, a copy of the quarterly Interim Statement of each Material Insurance Subsidiary for each such Fiscal Quarter, all prepared in accordance with SAP and accompanied by the certification of the chief financial officer or treasurer of such Insurance Subsidiary that all such quarterly statements present fairly in accordance with SAP the financial position of such Insurance Subsidiary for the period then ended; and (e) within 105 days after the close of each Fiscal Year, a copy of each Material Insurance Subsidiary’s “Statement of Actuarial Opinion” which is provided to normal year-end adjustments and absence the Department (or equivalent information should the Department no longer require such a statement) as to the adequacy of footnote disclosuresloss reserves of such Material Insurance Subsidiary, which opinion shall be in the format prescribed by the Insurance Code.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (ai) as As soon as available, but not available and no later than 90 one hundred and twenty (120) days after the end of each Fiscal Year, a the Borrower shall deliver to the Administrative Agent one (1) copy of: (A) the consolidated and consolidating audited balance sheet of each of the audited consolidated Borrower, each Approved Liquid Originating Subsidiary and unaudited Consolidating balance sheets the Company as of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, Year and accompanied by an opinion of the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion Independent Accountants stating that such balance sheet presents fairly the financial condition of the Person being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (B) audited consolidated and consolidating statement of income of each of the Borrower, each Approved Liquid Originating Subsidiary and the Company for such Fiscal Year; in each case setting forth in comparative form the figures for the previous Fiscal Year and accompanied by an opinion of the Independent Accountants stating that such financial statements present fairly in all material respects the financial position for condition of the periods indicated Person being reported upon and have been prepared in conformity accordance with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit consistently applied (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gchanges in application in which such accountants concur), in each case, occurring within one year from the time such report is delivered); and. (bii) as As soon as available, but not available and no later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of Quarter in each Fiscal Year, a the Borrower shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A) the internally prepared consolidated and consolidating balance sheet of each of the unaudited consolidated and Consolidating balance sheets of Holdings and Borrower, each of its Subsidiaries, Approved Liquid Originating Subsidiary and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Company as of the end of such Fiscal Quarter Quarter, which balance sheet shall be prepared and for presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a Financial Officer Certification; and (B) the portion internally prepared consolidated and consolidating statement of income of the Borrower for such Fiscal Year then endedQuarter, which statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a Financial Officer Certification. (iii) As soon as available and no later than thirty (30) days after the end of each fiscal month in each Fiscal Year, the Borrower, shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A) the internally prepared consolidated and consolidating prepared balance sheet of each of the Borrower, each Approved Liquid Originating Subsidiary and the Company as of the end of such fiscal month, which balance sheet shall fairly present, in all material respects, be prepared and presented in accordance with GAAPwith, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a Financial Officer Certification; and (B) the financial position internally prepared consolidated and consolidating prepared statement of income of each of the Borrower, each Approved Liquid Originating Subsidiary and the results of operations of Holdings Company for such fiscal month, which statements shall be prepared and its Subsidiariespresented in accordance with, subject to normal year-end adjustments and absence of footnote disclosuresprovide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a Financial Officer Certification.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments) (or the applicable foreign equivalent in the case of Foreign Subsidiaries). The Parent Borrower Borrowers shall deliver to the Administrative US Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent Agents and the Required Lenders: (a) as soon as available, but not later than 90 one hundred twenty (120) days after the end of each Fiscal Year, commencing with the Fiscal Year ending March 31, 2010, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating consolidating statements of income or operations, operations and consolidated statements of shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall (i) contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and shall (ii) not be subject to include any “going concern” or like qualification or exception or any qualification or exception explanatory paragraph expressing substantial doubt as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)going concern status; and (b) as soon as available, but not later than 45 (i) seventy-five (75) days after Xxxxx 00, 0000, (xx) forty-five (45) days after the end of each March thereafter and (iii) thirty (30) days after the end of each other fiscal month of each year, (including the first three Fiscal Quarters last fiscal month of each Fiscal Year) thereafter, a copy of the unaudited consolidated and Consolidating consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating consolidating statements of income, income and consolidated statements of shareholders’ equity and cash flows as of the end of such Fiscal Quarter fiscal month and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Borrowers by an appropriate Responsible Officer of Holdings as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Company shall deliver to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersBanks, with sufficient copies for each Bank: (a) as soon as available, but not later than 90 100 days after the end of each Fiscal Yearfiscal year, a copy of the audited consolidated balance sheet of the Company and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ ' equity and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied by the report unqualified opinion of any “Big Four” Price Waterhouse L.L.P. or other nationally another nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent ("Independent Auditor") which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and applied on a basis consistent with prior years. Such opinion shall not be subject to qualified or limited because of a restricted or limited examination by the Independent Auditor of any “going concern” or like qualification or exception material portion of the Company's or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andSubsidiary's records; (b) as soon as available, but not later than 45 55 days after the end of each of the first three Fiscal Quarters fiscal quarter of each Fiscal Yearfiscal year (commencing with the fiscal quarter ending June 30, 1996, a copy of the unaudited consolidated balance sheet of the Company and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter quarter and the related consolidated statements of income, shareholders' equity and cash flows for the portion period commencing on the first day and ending on the last day of the Fiscal Year then endedsuch quarter, each of which shall and certified by a Responsible Officer as fairly present, in all material respectspresenting, in accordance with GAAPGAAP (subject to ordinary, good faith year-end audit adjustments and the absence of footnotes), the financial position and the results of operations of Holdings the Company and its the Subsidiaries; and (c) for so long as Newflo is the Excluded Subsidiary, subject concurrently with the financial statements described in subsections 7.01(a) and (b), a statement in form and detail reasonably satisfactory to normal year-end adjustments the Agent and absence Required Banks showing the reconciliation of footnote disclosuresthe items included in Schedule 2 of the Compliance Certificate (calculated in accordance with the terms hereof without including the income, expenses, assets, liabilities or similar items of the Excluded Subsidiary) with the financial information in such financial statements.

Financial Statements. Each Loan The Financial Reporting Party shall maintainhas heretofore furnished to Buyer a copy, and shall cause each certified by its president, chief financial officer or other officer acceptable to Buyer, of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after Financial Statements for the end of each Fiscal Year, a copy of Financial Reporting Party for the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at fiscal year ended the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal YearAnnual Financial Statement Date, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain with an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP thereon of an Approved CPA and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as availableFinancial Statements for the Financial Reporting Party for such monthly period(s), but not later than 45 days after the end of each of the first three Fiscal Quarters of Financial Reporting Party up until Monthly Financial Statement Date, setting forth in each Fiscal Year, a copy of case in comparative form the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and figures for the portion of the Fiscal Year then ended, each of which shall previous month and year-to-date. All such Financial Statements are complete and correct and fairly present, in all material respects, the consolidated and consolidating financial condition of the Financial Reporting Party and the consolidated and consolidating results of its operations as at such dates and for such monthly periods, all in accordance with GAAP. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial position condition of the Financial Reporting Party taken as a whole from that set forth in said Financial Statements nor is any Seller Party aware of any state of facts which (without notice or the lapse of time) would or could result in any such material adverse change or could have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the results present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of operations of Holdings and its Subsidiaries, subject the Financial Reporting Party except as heretofore disclosed to normal year-end adjustments and absence of footnote disclosuresBuyer in writing.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (ai) as As soon as available, but not available and no later than 90 one hundred and twenty (120) days after the end of each Fiscal Year, a the Borrower shall deliver to the Administrative Agent one (1) copy of: (A) the consolidated and consolidating audited balance sheet of the audited consolidated and unaudited Consolidating balance sheets Borrower as of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, Year and accompanied by an opinion of the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion Independent Accountants stating that such balance sheet presents fairly the financial condition of the Person being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (B) audited consolidated and consolidating statement of income of the Borrower for such Fiscal Year; in each case setting forth in comparative form the figures for the previous Fiscal Year and accompanied by an opinion of the Independent Accountants stating that such financial statements present fairly in all material respects the financial position for condition of the periods indicated Person being reported upon and have been prepared in conformity accordance with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit consistently applied (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gchanges in application in which such accountants concur), in each case, occurring within one year from the time such report is delivered); and. (bii) as As soon as available, but not available and no later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of Quarter in each Fiscal Year, a the Borrower shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A) the internally prepared consolidated and consolidating balance sheet of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Borrower as of the end of such Fiscal Quarter Quarter, which balance sheet shall be prepared and for presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a certificate signed by the portion financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Fiscal Year then ended, each Borrower stating that such balance sheet presents fairly the financial condition of which shall fairly present, in all material respects, the Borrower and its Subsidiaries and has been prepared in accordance with GAAPGAAP (other than note disclosure) consistently applied; (B) the internally prepared consolidated and consolidating statement of income of the Borrower for such Fiscal Quarter, which statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a certificate signed by the financial position vice president, treasurer, chief financial officer, chief investment officer or controller of the Borrower stating that such financial statements present fairly the financial condition and the results of operations of Holdings the Borrower and its Subsidiaries and have been prepared in accordance with GAAP (other than note disclosure) consistently applied, and (C) an internally prepared statements of Tangible Net Worth and of Consolidated Debt to Tangible Net Worth of the Borrower for such Fiscal Quarter, which statements shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Borrower certifying the accuracy of such statements. (iii) As soon as available and no later than thirty (30) days after the end of each fiscal month in each Fiscal Year, the Borrower, shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A) the internally prepared consolidated and consolidating prepared balance sheet of the Borrower as of the end of such fiscal month, which balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Borrower stating that such balance sheet presents fairly the financial condition of the Borrower and its Subsidiaries and has been prepared in accordance with GAAP (other than note disclosure) consistently applied; (B) the internally prepared consolidated and consolidating prepared statement of income of the Borrower for such fiscal month, which statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP (other than note disclosure) and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Borrower stating that such financial statements present fairly the financial condition and results of operations of the Borrower and its Subsidiaries and have been prepared in accordance with GAAP (other than note disclosure) consistently applied; and (C) the internally prepared statements demonstrating compliance with each of the covenants set forth in Section 6.13, which statements shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Borrower certifying the truth and accuracy of such statements. (iv) For greater certainty, any consolidated and consolidating financial statements to be provided by the Borrower pursuant to this Section 5.1(g) shall include consolidating details of each of the Originating Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintainKeep, and shall cause each of its Subsidiaries Subsidiaries, Ultimate Parent and Parent to maintainkeep, a system adequate records and books of accounting established and administered account with respect to its business activities in which proper entries are made in accordance with sound business customary accounting practices reflecting all its material financial transactions; and cause to permit be prepared and furnished to Agent (with Agent then promptly furnishing the preparation of financial statements same to the Lenders), the following, all to be prepared in conformity accordance with GAAP (provided that monthly financial statements shall not be required applied on a consistent basis, unless Neenah’s certified public accountants concur in any change therein and such change is disclosed to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lendersis consistent with GAAP: (ai) as soon as available, but not later than 90 days after the end close of each Fiscal Yearfiscal year of Neenah, unqualified (except for a copy qualification for a change in accounting principles with which the accountant concurs) audited financial statements of the audited consolidated Neenah and unaudited Consolidating balance sheets of Holdings and each of its Neenah’s Subsidiaries as at of the end of such year year, on a Consolidated and the related consolidated and Consolidating statements consolidating basis, certified by a firm of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably accountants of recognized standing selected by Neenah but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (ii) not later than 30 days after the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated end of each month hereafter, including the last month of each fiscal year of Neenah, unaudited interim financial statements present of Neenah and Neenah’s Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated and consolidating basis, certified by the chief financial officer of Neenah as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations of Neenah and Neenah’s Subsidiaries for such month and period subject only to changes from audit and year-end adjustments and except that such statements need not contain notes; (iii) together with each delivery of financial statements pursuant to clause (i) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods indicated of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in conformity with GAAP reasonable detail and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as certified by the chief financial officer of Neenah to the scope of effect that such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall information fairly present, presents in all material respects, in accordance with GAAP, respects the financial position and the results of operations operation of Holdings Neenah and Neenah’s Subsidiaries as of the dates and for the periods indicated; (iv) promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports and copies of any regular, periodic and special reports or registration statements which Ultimate Parent, Parent, any Borrower or any Subsidiary of such Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed pursuant to ERISA in connection with each Plan; (vi) not later than 120 days after the close of each fiscal year of Neenah, a written statement by Neenah’s independent public accountants stating whether, in connection with their audit examination, any Event of Default has come to their attention and, if such an Event of Default has come to their attention, specifying the nature and period of the existence thereof; provided, that if Neenah’s independent public accountants are unable to provide such written statement due to the existence of a rule, regulation or policy prohibiting such accountants from delivering such written statement, then the requirement to provide such written statement hereunder will not apply; and (vii) within a reasonably prompt time after request therefor, such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Ultimate Parent’s, Parent’s, any Borrower’s or any of its Subsidiaries’ financial position or results of operations. Concurrently with the delivery of the financial statements described in paragraph (i) and (ii) (but solely for the last month of each fiscal quarter of Borrowers) of this subsection 8.1.3, subject or more frequently if reasonably requested by Agent, Borrowers shall cause to normal year-end adjustments be prepared and absence furnished to Agent a Compliance Certificate in the form of footnote disclosuresExhibit 8.1.3 hereto executed by the Chief Financial Officer of Neenah (a “Compliance Certificate”) in such Person’s capacity as such.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Company shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) promptly upon filing thereof with the SEC (including as soon as available, part of a Form 10-K) but not later than 90 days after the end of each Fiscal Year, a copy copies of the audited consolidated and the unaudited Consolidating consolidating balance sheets sheet of Holdings the Company and each of its Subsidiaries as at the end of such year and the related audited consolidated and Consolidating unaudited consolidating statements of income or operations, shareholders’ ' equity and cash flows for such Fiscal Yearyear, setting forth in each the case of the audited consolidated statements in comparative form the figures for the previous Fiscal Year, and accompanied by the report opinion of any “Big Four” PricewaterhouseCoopers LLP or other nationally another nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent ("Independent Auditor"), which report opinion shall contain an unqualified opinion stating state that such audited consolidated financial statements present fairly in all material respects the financial position and result of operations of the Company and its Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior years, except as stated therein. Such opinion shall be without a "going concern" or like qualification and shall not be subject to qualified or limited because of a restricted or limited examination by the Independent Auditor of any “going concern” or like qualification or exception material portion of the Company's or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andSubsidiary's records; (b) promptly upon filing thereof with the SEC (including as soon as available, part of a Form 10-Q) but not later than 45 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy copies of the condensed unaudited consolidated and Consolidating consolidating balance sheets sheet of Holdings the Company and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter quarter and the related condensed unaudited consolidated and consolidating statements of operations, shareholders' equity and cash flows for the period commencing on the first day and ending on the last day of such quarter and for the then elapsed portion of such Fiscal Year, setting forth in the case of the consolidated statements in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year then endedYear, each of which shall and certified by a Responsible Officer as fairly present, presenting in all material respects, in accordance with GAAPGAAP (subject to the absence of footnotes and year-end audit adjustments), the financial position and the results of operations of Holdings the Company and its the Subsidiaries; (c) as soon as available but not later than 75 days (or, in the case of the Annual Statement prepared on a combined basis, 90 days) after the close of each Fiscal Year of each Insurance Subsidiary, copies of the unaudited Annual Statement of such Insurance Subsidiary on a stand-alone basis and on a combined basis for all Insurance Subsidiaries, subject the stand-alone Annual Statement to normal yearbe certified by a Responsible Officer of such Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied throughout the periods reflected therein and, if required by the applicable Governmental Authority, audited and certified by independent certified public accountants of recognized national standing (such audited Annual Statement to be delivered as soon as available but not later than June 15 of each Fiscal Year of such Insurance Subsidiary); (d) as soon as available but not later than 60 days (or, in the case of the Quarterly Statement prepared on a combined basis, 75 days) after the close of each of the first three Fiscal Quarters of each Fiscal Year of each Insurance Subsidiary, copies of the Quarterly Statement of such Insurance Subsidiary on a stand-end adjustments alone basis and absence on a combined basis for all Insurance Subsidiaries, the stand-alone Quarterly Statement to be certified by a Responsible Officer of footnote disclosuressuch Insurance Subsidiary, all such statements to be prepared in accordance with SAP consistently applied through the period reflected therein; (e) promptly following the delivery to or receipt by the Company or any of its Subsidiaries of any regular or periodic final Triennial Examination Reports, risk adjusted capital reports or results of any market conduct examination or examination by any Department or the NAIC of the financial condition and operations of, or any notice of any assertion as to violation of any Requirement of Law by, any Insurance Subsidiary, or any report with respect to any Insurance Subsidiary (including any summary report from the NAIC with respect to the performance of such Insurance Subsidiary as measured against the ratios and other financial measurements developed by the NAIC under its Insurance Regulatory Information System as in effect from time to time that could reasonably be expected to result in a Material Adverse Effect); (f) within 90 days after the close of each Fiscal Year of each Insurance Subsidiary, a copy of the "Statement of Actuarial Opinion" and "Management Discussion and Analysis" for each such Insurance Subsidiary that is provided to the applicable Department (or equivalent information should such Department no longer require such a statement) as to the adequacy of reserves of such Insurance Subsidiary, such opinion to be in the format prescribed by the insurance code of the state of domicile of such Insurance Subsidiary.

Financial Statements. Each Loan Party Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements required to be delivered hereunder in conformity with GAAP (provided that quarterly and monthly financial statements shall not be required to have footnote disclosures and are subject to normal month-end, quarter-end and year-end adjustments, as applicable). The Parent Borrower Borrowers shall deliver to the Administrative Term Agent and each Lender by Electronic Transmission the Term Lenders and in form and detail reasonably satisfactory to the Administrative Agent and the Required LendersTerm Agent: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal YearYear ((or within one hundred twenty (120) days for the Fiscal Year ending December 31, a copy 2024)), copies of the audited consolidated Consolidated balance sheet of MediaCo and unaudited Consolidating balance sheets of Holdings and its Consolidated Subsidiaries, in each of its Subsidiaries case, as at the end of such year and the related consolidated and Consolidating Consolidated statements of income or operations, shareholders’ equity and cash flows of each such Person and its Consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report reports and opinions of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent Term Agent, which report reports and opinions shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “certified without a going concern” concern or like qualification or exception or and without any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrowers’ independent certified public accountants), stating that such financial statements fairly present, in all material respects, the financial position and results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with respect to or resulting solely from an upcoming scheduled maturity date GAAP applied on a basis consistent with prior years; (b) beginning with the first full month of operations, as soon as available, but not later than thirty (30) days after the end of each Fiscal Month, copies of the Loans or other series unaudited Consolidated balance sheet of Indebtedness permitted under Section 7.05(g)MediaCo and its Consolidated Subsidiaries, in each case, occurring within one year from as at the time end of such report is delivered)month and the related Consolidated statement of income or operations of each such Person and its Consolidated Subsidiaries for such Fiscal Month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in all material respects, the financial position and the results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior months, subject to normal month-end adjustments and absence of footnote disclosures; and (bc) as soon as available, but not later than 45 forty-five (45) days (or within sixty (60) days after the end of each of the first three Fiscal Quarters ending June 30, 2024 and September 30, 2024) after the end of each Fiscal YearQuarter (commencing with the Fiscal Quarter ending March 31, a copy 2025), copies of the unaudited consolidated Consolidated balance sheet of MediaCo and Consolidating balance sheets of Holdings and each of its Consolidated Subsidiaries, in each case, as at the end of such quarter and the related consolidated and Consolidating Consolidated statements of incomeincome or operations, shareholders’ equity and cash flows as of the end of each such Person and its Consolidated Subsidiaries for such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall fairly presentthe Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in accordance with GAAPall material respects, the financial position and the results of operations of Holdings each such Person and its SubsidiariesConsolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior quarters, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. (a) Each Loan Credit Party shall maintainshall, and shall cause each of its Subsidiaries to maintainSubsidiary to, maintain a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (IFRS or GAAP, as applicable; provided that monthly financial statements shall not be required to have footnote disclosures note disclosure and are subject to normal year-end adjustments). . (b) The Parent Borrower Company shall deliver to the Administrative Agent Holders in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersHolders: (ai) as soon as available, but not later than 90 one hundred twenty (120) days after the end of each Fiscal Year, commencing with the Fiscal Year ending June 29, 2019, a copy of the audited consolidated statement of financial position of the Company and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related audited consolidated and Consolidating statements of income or operationsoperations and comprehensive income, changes in shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal YearYear (if any), certified on behalf of the Company by an appropriate Responsible Officer as fairly presenting, in all material respects, in accordance with IFRS or GAAP, as applicable, the financial position and the results of operations of the Company and its Subsidiaries on a consolidated basis, accompanied by the report opinion of any “Big Four” or other a nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent Holders (MNP LLP being deemed acceptable) which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly fairly, in all material respects respects, the financial position as at and for the periods indicated in conformity accordance with GAAP and IFRS or GAAP, as applicable, applied on a basis consistent with prior years. Such opinion shall not be subject to any “going concern” qualified or like qualification limited because of a restricted or exception or any qualification or exception as to the scope of limited examination by such audit (except accountant, beyond an accountant’s standard limitation for an explanatory paragraph solely audit conducted in accordance with respect to IFRS or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g)GAAP, in each case, occurring within one year from the time such report is delivered); andas applicable; (bii) as soon as available, but not later than 45 sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, commencing with the Fiscal Quarter ending on or about September 30, 2019, a copy of the unaudited consolidated statement of financial position of the Company and Consolidating balance sheets its Subsidiaries as of Holdings and each the end of its Subsidiariessuch Fiscal Quarter, and the related unaudited consolidated and Consolidating statements of operations and comprehensive income, changes in shareholders’ equity and cash flows as of the end of for such Fiscal Quarter and for the portion of the Fiscal Year then ended, and setting forth in each case comparisons to the corresponding periods in the preceding Fiscal Year all certified on behalf of which shall the Company by an appropriate Responsible Officer as fairly presentpresenting, in all material respects, in accordance with IFRS or GAAP, as applicable, the financial position and the results of operations of Holdings the Company and its SubsidiariesSubsidiaries on a consolidated basis, subject to normal year-end adjustments and absence of footnote disclosuresdisclosure; and (iii) as soon as available, but not later than commencement of each Fiscal Year, the Company’s’ consolidated annual operating plans, operating and capital expenditure budgets, and financial forecasts, including cash flow projections (prepared on a month by month basis) covering proposed fundings, repayments, additional advances, investments and other cash receipts and disbursements, together with a statement of underlying assumptions, each for the following Fiscal Year presented on a monthly basis for such next Fiscal Year, all of which shall be in a format reasonably consistent with projections, budgets and forecasts theretofore provided to the Holders, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of the Company. (c) Each Credit Party authorizes the Holders to discuss the financial condition of each Credit Party and each Subsidiary with such Credit Party’s independent certified public accountants and agrees that such discussion or communication shall be without liability to either the Holders or such accountants.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent (for delivery to each Lender other than the Initial Lenders) and each Initial Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 one hundred twenty (120) days after the end of each Fiscal YearYear (or, with respect to the Fiscal Year ending December 31, 2014, one hundred fifty (150) days), a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries (or, with respect to the Fiscal Year ending December 31, 2014, the Borrower and each of its Subsidiaries) as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent (it being understood that McGladrey LLP is reasonably acceptable to the Administrative Agent) which report shall (i) contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for such year to year inconsistencies as may arise due to a change in GAAP permitted hereunder) and shall (ii) not be subject include any explanatory paragraph expressing substantial doubt as to going concern status other than any “going concern” concern or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of for the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report opinion is delivered); and; (b) as soon as available, but not later than 45 forty five (45) days (or with respect to the first three Fiscal Quarters after the Closing Date, sixty (60) days) after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Yearyear, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and each of its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; provided, that, such financial statements shall not be required to be in form and substance of any greater detail than the Borrower’s reporting practices prior to the date hereof; and (c) as soon as available, but not later than thirty (30) days (or with respect to the first three fiscal months after the Closing Date, forty-five (45) days) after the end of each fiscal month of each year, a copy of the unaudited consolidated balance sheets of Holdings and each of its Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presenting, in all material respects, the financial position and the results of operations of Holdings and each of its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; provided, that, such financial statements shall not be required to be in form and substance of any greater detail than the Borrower’s reporting practices prior to the date hereof and shall not be required to be prepared in accordance with GAAP.

Financial Statements. Each Loan Party shall maintainWithin ten (10) days after Grantor’s written request therefore, and shall cause each Grantee must deliver to Grantor the current audited annual financial statements of its Subsidiaries to maintainGrantee, including an opinion of a certified public accountant, a system of accounting established balance sheet and administered profit and loss statement, all prepared in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP generally accepted accounting principles consistently applied (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustmentscollectively, Grantee’s “Financial Statements”). The Parent Borrower shall deliver to the Administrative Agent If Grantee does not then have its Financial Statements audited, Grantee must forward unaudited Financial Statements certified by Grantee’s chief financial officer as true, complete and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, correct in all material respects. Grantee’s failure to timely comply with this Section 17.21 shall be an Event of Default hereunder. Grantor hereby agrees to maintain Grantee’s Financial Statements as proprietary and confidential and agrees not to disclose Grantee’s Financial Statements to any third party other than any lender, mortgagee, or prospective purchaser of the Building, the Underlying Lease and/or the Demised Premises, and Grantor’s attorneys, accountants and similar business advisors. Notwithstanding the foregoing, this Section 17.21 shall not apply to Grantee if, and so long as, (i) the entity named as “Grantee” under this Agreement is a publicly traded entity that is traded on a nationally recognized stock exchange, and/or (ii) the Guaranty is in full force and effect and there is no default by Guarantor thereunder. For the avoidance of doubt, in the event that (a) the Guarantee is not in full force and effect or there exists a default by Guarantor thereunder, and (b) the entity that is named as “Grantee” under this Agreement is merely an affiliate or subsidiary of an entity that is publicly traded on a nationally recognized stock exchange (i.e., the entity that is named as “Grantee” under this Agreement is not an entity that is (itself) actually publicly traded on a nationally recognized stock exchange), then Grantee’s obligation to provide its Financial Statements, in accordance with GAAPthis Section 17.21, shall remain in effect - the financial position and the results publicly traded nature of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresparent or affiliate notwithstanding.

Financial Statements. Each Loan Party Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements required to be delivered hereunder in conformity with GAAP (provided that quarterly and monthly financial statements shall not be required to have footnote disclosures and are subject to normal month-end, quarter-end and year-end adjustments, as applicable). The Parent Borrower Borrowers shall deliver to the Administrative Term Agent and each Lender by Electronic Transmission the Term Lenders and in form and detail reasonably satisfactory to the Administrative Agent and the Required LendersTerm Agent: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal YearYear ((or within one hundred twenty (120) days for the Fiscal Year ending December 31, a copy 2019)), copies of the audited consolidated Consolidated balance sheet of MediaCo and unaudited Consolidating balance sheets of Holdings and its Consolidated Subsidiaries, in each of its Subsidiaries case, as at the end of such year and the related consolidated and Consolidating Consolidated statements of income or operations, shareholders’ equity and cash flows of each such Person and its Consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report reports and opinions of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent Term Agent, which report reports and opinions shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “certified without a going concern” concern or like qualification or exception or and without any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrowers’ independent certified public accountants), stating that such financial statements fairly present, in all material respects, the financial position and results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with respect to or resulting solely from an upcoming scheduled maturity date GAAP applied on a basis consistent with prior years; (b) beginning with the first full month of operations, as soon as available, but not later than thirty (30) days after the end of each Fiscal Month, copies of the Loans or other series unaudited Consolidated balance sheet of Indebtedness permitted under Section 7.05(g)MediaCo and its Consolidated Subsidiaries, in each case, occurring within one year from as at the time end of such report is delivered)month and the related Consolidated statement of income or operations of each such Person and its Consolidated Subsidiaries for such Fiscal Month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in all material respects, the financial position and the results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior months, subject to normal month-end adjustments and absence of footnote disclosures; and (bc) as soon as available, but not later than 45 forty-five (45) days (or within sixty (60) days after the end of each of the first three Fiscal Quarters Quarter ending March 31, 2020) after the end of each Fiscal YearQuarter (commencing with the Fiscal Quarter ending March 31, a copy 2020), copies of the unaudited consolidated Consolidated balance sheet of MediaCo and Consolidating balance sheets of Holdings and each of its Consolidated Subsidiaries, in each case, as at the end of such quarter and the related consolidated and Consolidating Consolidated statements of incomeincome or operations, shareholders’ equity and cash flows as of the end of each such Person and its Consolidated Subsidiaries for such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall fairly presentthe Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in accordance with GAAPall material respects, the financial position and the results of operations of Holdings each such Person and its SubsidiariesConsolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior quarters, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). 16.1.1 The Parent Borrower shall will deliver to the Administrative Agent and PWC in sufficient copies for each Lender by Electronic Transmission and in detail reasonably satisfactory to of the Administrative Agent and the Required Lenders: (a) as soon as available, but not no later than 90 days after the end of each Fiscal Yearits financial year: (i) the balance sheet, profit and loss statement and cash flow statement for the Borrower and (on a copy consolidated basis) for the Group for such financial year, audited by a recognised firm of independent auditors licensed to practise in the audited consolidated Federal Republic of Germany, together with a statement from the Borrower reconciling such financial statements with the budgeted yearly accounts and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end explaining all material deviations of such year and financial statements from the budgeted yearly accounts referred to in Clause 16.3 (Project Budget); (ii) the related consolidated and Consolidating statements of income or operations, shareholdersauditors’ equity and cash flows for report; and (iii) a confirmation by such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied auditors that all transactions effected by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable Borrower with Related Parties in such financial year have been made on terms no less beneficial to the Administrative Agent which report shall contain Borrower than those obtainable on an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andarms’ length basis; (b) as soon as available, but not no later than 45 60 days after the end of its financial half year, the balance sheet, profit and loss statement and cash flow statement for the Borrower and (on a consolidated basis) for the Group for such period which will be in a form reasonably acceptable to the Lenders and will be accompanied by data necessary for the calculation of the Annual Debt Service Coverage Ratio, certified by its independent auditors; and (c) no later than thirty (30) days after the end of each calendar quarter, a management commentary as to, inter alia, the Borrower’s and the Group’s performance during such calendar quarter and any material developments or proposals affecting the Borrower and the Group or its business. 16.1.2 The Borrower will ensure that each set of accounts delivered by it pursuant to this Clause 16 is prepared on the same basis as was used in the preparation of its Original Financial Statements or, in the case of a divergence therefrom, will be accompanied by a statement explaining each changed accounting principle and its effects. 16.1.3 The Borrower will at the request of the first three Fiscal Quarters of each Fiscal Year, a copy Agent require and authorise its auditors to discuss with the Lenders matters reasonably related to or arising out of the unaudited consolidated and Consolidating balance sheets annual audit of Holdings and each of its Subsidiaries, the Borrower by such auditors. 16.1.4 The Borrower will provide the financial information required to be provided to the Lenders under this Clause 16 in the German and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresEnglish language.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to (which the Administrative Agent and the Required Lenders:shall deliver promptly to each Lender via Intralinks, SyndTrak or other means in its discretion): (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of Borrower, a copy of the audited consolidated balance sheet of Borrower and unaudited Consolidating balance sheets of Holdings and its Subsidiaries, in each of its Subsidiaries case as at the end of such fiscal year and the related consolidated and Consolidating statements of income or operations, shareholdersmembers’ equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Year, year and accompanied by a report thereon, without an explanatory note or statement expressing doubt about the report ability of any “Big Four” Borrower and its Subsidiaries to continue as a going concern, or other nationally recognized qualification arising out of the scope of the audit, or qualification which would affect the computation of financial covenants, of independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope accountants of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andnationally recognized standing; (b) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Yearfiscal year of Borrower, a copy of the unaudited consolidated balance sheet of Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, in each case as at the end of each such quarter and the related unaudited consolidated and Consolidating statements of income, shareholders’ equity operations and cash flows as of the end of for such Fiscal Quarter quarterly period and for the portion of the Fiscal Year then endedfiscal year of Borrower through such date, each setting forth, to the extent applicable, in comparative form the figures for the corresponding quarter in, and year to date portion of, the previous year, and the figures for such periods in the budget prepared by Borrower and furnished to the Administrative Agent, certified by Borrower in an Officer’s Certificate executed on its behalf by a Responsible Officer of which shall Borrower as fairly present, presenting the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments) in all material respects; and (c) as soon as available, but in accordance with GAAPany event not later than 45 days after the beginning of each fiscal year of Borrower, the financial position and the results of operations of Holdings a preliminary consolidated operating budget for Borrower and its Subsidiaries; and as soon as available, subject any material revision to normal year-end adjustments and absence or any final revision of footnote disclosures.any such preliminary annual operating budget or any such consolidated operating budget;

Financial Statements. Each Loan Party Seller shall maintaindeliver to Buyer: (1) as soon as available and in any event within forty-five (45) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of American Home Mortgage Investment Corp. ("AHMIC") and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for AHMIC and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of AHMIC, which certificate shall cause each state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of AHMIC and its consolidated Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit GAAP, consistently applied, as at the preparation of financial statements in conformity with GAAP end of, and for, such period (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:; (a2) as soon as available, but not later than 90 available and in any event within ninety (90) days after the end of each Fiscal Yearfiscal year of AHMIC, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings AHMIC and each of its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for AHMIC and its consolidated Subsidiaries for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report an opinion thereon of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable accountants of recognized national standing, which opinion shall not be qualified as to the Administrative Agent which report scope of audit or going concern and shall contain an unqualified opinion stating state that such said consolidated financial statements fairly present fairly in all material respects the consolidated financial position for the periods indicated in conformity with GAAP condition and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception results of operations of AHMIC and its respective consolidated Subsidiaries as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after at the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiariesof, and the related consolidated and Consolidating statements of incomefor, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default; (3) from time to time such other information regarding the financial position condition, operations, or business of Seller as Buyer may reasonably request; and (4) as soon as reasonably possible, and in any event within thirty (30) days after a Responsible Officer of Seller knows, or with respect to any Plan or Multiemployer Plan to which AHMIC or any of its Subsidiaries makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of AHMIC setting forth details respecting such event or condition and the action, if any, that AHMIC or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by AHMIC or an ERISA Affiliate with respect to such event or condition): (A) any reportable event, as defined in Section 4043(c) of ERISA or any successor provision thereof and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA or any successor provision thereof, including without limitation the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA or any successor provision thereof, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code or any successor provision thereof); and any request for a waiver under Section 412(d) of the Code or any successor provision thereof for any Plan; (B) the distribution under Section 4041(c) of ERISA or any successor provision thereof of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan; (C) the institution by PBGC of proceedings under Section 4042 of ERISA or any successor provision thereof for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (D) the complete or partial withdrawal from a Multiemployer Plan by AHMIC or any ERISA Affiliate that results in liability under Section 4201 or 4204 of operations ERISA or any successor provision thereof (including the obligation to satisfy secondary liability as a result of Holdings a purchaser default) that would have a Material Adverse Effect or the receipt by AHMIC or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or any successor provision thereof or that it intends to terminate or has terminated under Section 4041A of ERISA or any successor provision thereof; (E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against AHMIC or any ERISA Affiliate to enforce Section 515 of ERISA or any successor provision thereof, which proceeding is not dismissed within thirty (30) days; and (F) the adoption of an amendment to any Plan that would result in the loss of tax-exempt status of the trust of which such Plan is a part if AHMIC or an ERISA Affiliate fails to provide timely security to such Plan in accordance with the provisions of Section 401(a)(29) of the Code or Section 307 of ERISA or any successor provision thereof. The Seller will furnish to Buyer, at the time Seller furnishes each set of financial statements pursuant to paxxxxxxxx (x)(1) and (a)(2) above, a certificate of a Responsible Officer of the Seller to the effect that, to the best of such Responsible Officer's knowledge, the Seller during such fiscal period or year has observed or performed in all material respects all of its Subsidiariescovenants and other agreements, subject and satisfied every condition, contained in this Agreement and the other Repurchase Documents to normal year-end adjustments be observed, performed or satisfied by it, and absence that such Responsible Officer has obtained no knowledge of footnote disclosuresany Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action the Seller has taken or proposes to take with respect thereto)."

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly Fiscal Month and Fiscal Quarter financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent (and Agent shall make available to each Lender Lender) by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall (x) contain an unqualified opinion (provided that a qualification or exception may be included in any such audit report for any period ending within the twelve (12) consecutive Fiscal Periods preceding the stated maturity of the Loans to the extent such qualification is solely a result of the Loans being reported as short term indebtedness), stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and shall (y) not be subject to include any “going concern” or like qualification or exception or any qualification or exception explanatory paragraph expressing substantial doubt as to the scope of such audit going concern status (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gas expressly provided in clause (x) above), in each case, occurring within one year from the time such report is delivered); and; (bi) at any time prior to the consummation of an IPO, as soon as available, but not later than 45 thirty (30) days after the end of each of the first three Fiscal Quarters Period of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter Period and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Borrower by an appropriate Responsible Officer of the Borrower as fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures, and (ii) at any time after the consummation of an IPO, as soon as available, but not later than forty-five (45) days after the end of each Fiscal Quarter, a copy of the unaudited consolidated balance sheets of Holdings and each of its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter and for the period from the beginning of such Fiscal Year to such Fiscal Quarter, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures. For purposes of clarification, provided they are accompanied by a reconciliation in detail reasonably satisfactory to Agent which differentiates the financial statements of Parent from the financial statements of Holdings and its Subsidiaries, the financial statements required to be delivered above may be delivered with respect to Parent and its Subsidiaries.

Financial Statements. Each Loan Party Seller shall maintaindeliver to Buyer: (1) as soon as available and in any event within forty-five (45) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Guarantor, Seller and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for Guarantor, Seller and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Guarantor and Seller, as applicable, which certificate shall cause each state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Guarantor or Seller and its Subsidiaries to maintainconsolidated Subsidiaries, a system of accounting established and administered as applicable, in accordance with sound business practices to permit GAAP, consistently applied, as at the preparation of financial statements in conformity with GAAP end of, and for, such period (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:; (a2) as soon as available, but not later than 90 available and in any event within ninety (90) days after the end of each Fiscal Yearfiscal year of Guarantor or Seller, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings Guarantor and each of its Seller and their respective consolidated Subsidiaries as at the end of such fiscal year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for Guarantor and Seller and their respective consolidated Subsidiaries for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report an opinion thereon of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable accountants of recognized national standing, which opinion shall not be qualified as to the Administrative Agent which report scope of audit or going concern and shall contain an unqualified opinion stating state that such said consolidated financial statements fairly present fairly in all material respects the consolidated financial position for the periods indicated in conformity with GAAP condition and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception results of operations of Guarantor and Seller and their respective consolidated Subsidiaries as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after at the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiariesof, and the related consolidated and Consolidating statements of incomefor, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default; and (3) from time to time such other information regarding the financial position condition, operations, or business of Seller as Buyer may reasonably request. Seller shall furnish to Buyer, at the xxxx Xxxxxx furnishes each set of financial statements pursuant to paragraphs (a) and (b) above, a certificate of a Responsible Officer of Seller to the effect that, to the best of such Responsible Officer’s knowledge, Seller during such fiscal period or year has observed or performed in all material respects all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the results other Repurchase Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of operations any Default or Event of Holdings Default except as specified in such certificate (and, if any Default or Event of Default has occurred and its Subsidiariesis continuing, subject describing the same in reasonable detail and describing the action Seller has taken or proposes to normal year-end adjustments and absence of footnote disclosurestake with respect thereto).

Financial Statements. Each Loan Party shall maintain, and shall cause The Borrower will furnish to each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (ai) as soon as available, but not later than 90 in any event within ninety (90) days after the end of each Fiscal Year, a copy fiscal year of the audited Borrower, copies of the consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its Consolidated Subsidiaries as at of the end of such year and of the related consolidated and Consolidating statements of income or operations, shareholderscash flows and changes in stockholders’ equity and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied certified without qualification arising out of the scope of the audit, by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope accountants of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andnationally recognized standing; (bii) as soon as available, but in any event not later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Yearfiscal year of the Borrower, a copy copies of the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Consolidated Subsidiaries as of the end of such Fiscal Quarter quarter and of the related unaudited consolidated statements of operations, cash flows and changes in stockholders’ equity of the Borrower and its Consolidated Subsidiaries for such quarterly period and the portion of the Fiscal Year then endedfiscal year through such date, setting forth in each of which shall fairly presentcase in comparative form figures for the previous year, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, certified by a Responsible Officer (subject to normal year-end adjustments audit adjustments); (iii) concurrently with the delivery of the financial statements referred to in clauses (i) and absence (ii) above, a Compliance Certificate; (iv) promptly upon the filing thereof, copies of footnote disclosuresall registration statements and annual and quarterly reports which the Borrower files with the Securities and Exchange Commission; and (v) (x) such other information relating to the Borrower and its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to clauses (i) and (ii) of this Section 5.01(a) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Financial Statements. Each Loan Party The Borrower Parties shall maintain, for themselves, and shall cause each of its Subsidiaries the Macerich Core Entities to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit the preparation of consolidated financial statements in conformity with GAAP (provided that monthly GAAP. Each of the financial statements and reports described below shall not be required to have footnote disclosures prepared from such system and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission records and in detail form reasonably satisfactory to the Administrative Agent, and shall be provided to Administrative Agent (and the Required Lenders:Administrative Agent shall provide a copy to each requesting Lender): (a1) as As soon as availablepracticable, but not later than 90 and in any event within ninety (90) days after the end close of each Fiscal Yearfiscal year of MAC, a copy the consolidated balance sheet of the audited consolidated MAC and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at of the end of such fiscal year and the related consolidated and Consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows flow of MAC and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures consolidated or combined figures, as the case may be, for the previous Fiscal Yearfiscal year, all in reasonable detail and accompanied by the a report thereon of any “Big Four” PricewaterhouseCoopers or other nationally recognized independent certified public accounting firm accountants of recognized national standing selected by the Borrower and reasonably acceptable satisfactory to the Administrative Agent Agent, which report shall contain an be unqualified opinion stating (except for qualifications that the Required Lenders do not, in their discretion, consider material) and shall state that such consolidated financial statements fairly present fairly in all material respects the financial position of MAC and its Subsidiaries as at the date indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely as otherwise stated therein) and that the examination by such accountants in connection with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), such consolidated financial statements has been made in each case, occurring within one year from the time such report is delivered); andaccordance with generally accepted auditing standards; (b2) as As soon as availablepracticable, but not later than 45 and in any event within fifty (50) days after the end close of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of MAC, a copy of the unaudited consolidated for MAC and Consolidating balance sheets of Holdings and each of its Subsidiaries, unaudited balance sheets as at the close of each such period and the related consolidated and Consolidating combined statements of income, shareholders’ equity income and cash flows as flow of MAC and its Subsidiaries for such quarter and the portion of the fiscal year ended at the end of such Fiscal Quarter and quarter, setting forth in each case in comparative form the consolidated or combined figures, as the case may be, for the portion corresponding periods of the Fiscal Year then endedprior fiscal year, each all in reasonable detail and in conformity with GAAP (except as otherwise stated therein), together with a representation by a Responsible Financial Officer, as of which shall fairly presentthe date of such financial statements, in all material respects, that such financial statements have been prepared in accordance with GAAPGAAP (provided, however, that such financial statements may not include all of the information and footnotes required by GAAP for complete financial information) and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position information contained therein; (3) Together with each delivery of any quarterly or annual report pursuant to paragraphs (1) through (2) of this Section 7.1, MAC shall deliver a Compliance Certificate signed by MAC’s Responsible Financial Officer representing and certifying (1) that the results Responsible Financial Officer signatory thereto has reviewed the terms of operations the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of Holdings the transactions and consolidated financial condition of MAC and its Subsidiaries, subject during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at the date of such Compliance Certificate, of any condition or event which constitutes an Event of Default or Potential Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower Parties or their Subsidiaries have taken, are taking and propose to normal yeartake with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Article 8, (3) a schedule of Total Liabilities in respect of borrowed money in the level of detail disclosed in MAC’s Form 10-end adjustments Q filings with the Securities and absence Exchange Commission, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, and (4) a schedule of footnote disclosuresEBITDA. (4) To the extent not otherwise delivered pursuant to this Section 7.1, copies of all financial statements and financial information delivered by the Borrower and MAC (or, upon Administrative Agent’s request, any Subsidiaries of such Persons) from time to time to the holders of any Indebtedness for borrowed money of such Persons; and (5) Copies of all proxy statements, financial statements, and reports which the Borrower or MAC send to their respective stockholders or limited partners, and copies of all regular, periodic and special reports, and all registration statements under the Act which the Borrower or MAC file with the Securities and Exchange Commission or any Governmental Authority which may be substituted therefore, or with any national securities exchange; provided, however, that there shall not be required to be delivered hereunder such copies for any Lender of prospectuses relating to future series of offerings under registration statements filed under Rule 415 under the Act or other items which such Lender has indicated in writing to the Borrower or MAC from time to time need not be delivered to such Lender. (6) Notwithstanding the foregoing, it is understood and agreed that to the extent MAC files documents with the Securities and Exchange Commission and such documents contain the same information as required by subsections (1), (2), (3) (only with respect to subclause (3)), (4) and (5) above, the Borrower may deliver copies, which copies may be delivered electronically, of such forms with respect to the relevant time periods in lieu of the deliveries specified in such clauses.

Financial Statements. Each Loan Party (i) The Administrative Member shall maintaindeliver or shall cause to be delivered to the Members (and to the extent required under any applicable loan documents or the Cash Flow Participation Agreements (as defined in the Development Management Agreement), to the lender or the parties thereto, respectively), within ninety (90) days after the expiration of each Fiscal Year, (i) audited financial statements for the Company and its Subsidiaries on a consolidated basis (the “Audited Financial Statements”) for the immediately prior Fiscal Year, and (ii) any other items required under Financing Documents, Cash Flow Participation Agreements and/or reasonably requested by Owner. The Audited Financial Statements shall cause each include an audited balance sheet, an audited profit and loss statement showing the results of its Subsidiaries operations for such Fiscal Year, together with an unaudited comparison of such results to maintainthe Annual Budget, a system an audited statement of accounting established cash flows, an audited statement of the Members’ capital and administered in accordance with sound business practices Capital Accounts and an audited summary of Distributions. The Audited Financial Statements shall contain an opinion of the Company’s or the applicable Subsidiary’s accountant to permit the preparation of effect that, subject to any qualifications contained therein, the financial statements fairly present, in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures GAAP, the results of operations, and are subject to normal year-end adjustments)cash flows of the Company for the Fiscal Year then ended. The Parent Borrower Administrative Member shall deliver (or shall cause to be delivered) to the other Members drafts of the Audited Financial Statements for review by the Members prior to finalization. (ii) The Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory Member shall deliver or shall cause to be delivered to the Administrative Agent Members (and to the Required Lenders: extent required under the applicable loan documents or the Cash Flow Participation Agreements, to the lender or the parties thereto, respectively), within forty-five (a45) as soon as available, but not later than 90 days after the end of each quarter during a Fiscal Year, a copy the following unaudited financial statements of the audited consolidated Company and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries (on a consolidated basis): (i) a balance sheet as at of the end of such year quarter, (ii) an income and expense statement as of the related consolidated and Consolidating statements end of income or operationssuch quarter, shareholders’ equity and (iii) a cash flows flow statement showing the results of operations for such Fiscal Yearquarter, setting forth in each case in comparative form together with the figures results of operations for the previous period from the beginning of the Fiscal YearYear to the end of such quarter with a comparison of such results to the Annual Budget, (iv) a summary of the Members’ capital and Capital Accounts, (v) a summary of Distributions, and accompanied (vi) any other items required under any loan documents, any Cash Flow Participation Agreements or reasonably requested by the report Company or any of any “Big Four” its Subsidiaries. (iii) The Administrative Member shall deliver (or other nationally recognized independent certified public accounting firm reasonably acceptable shall cause to be delivered) to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP Members (and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect extent required under the loan documents or the Cash Flow Participation Agreements, to lender or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(gparties thereto, respectively), in each case, occurring within one year from the time such report is delivered); and thirty (b30) as soon as available, but not later than 45 days after the end of each month, the following unaudited financial statements of the first three Fiscal Quarters of each Fiscal Year, Company and its Subsidiaries (on a copy of the consolidated basis): (i) an unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows sheet as of the end of such Fiscal Quarter month, (ii) an income and expense statement as of the end of such month, (iii) a cash flow statement showing the results of operations for such month, together with the results of operations for the portion period from the beginning of the Fiscal Year then endedto the end of such month, each (iv) a reconciliation of actual expenses and revenues during such month and year-to-date compared with the amounts therefor in the Annual Budget, together with an explanation of material variances in actual costs versus budgeted costs, (v) a summary of the Members’ capital and Capital Accounts, (vi) an executive summary of the progress of the planning, entitlement, development, public relations and sales and marketing, including an updated construction schedule, (vii) any other significant developments, which reports shall fairly presentinclude copies of all reports, in all material respectsrequisitions and other informational items that shall be furnished by any Subsidiary during such month to the lender, and (viii) any other items reasonably requested by the Company. (iv) The Administrative Member shall deliver (or shall cause to be delivered) to the Members (and to the extent required under the loan documents or the Cash Flow Participation Agreements, to the parties thereto) copies of the items Development Manager delivers pursuant to Section 5.3(d) of the Development Management Agreement. (v) All financial statements required under this Section 10.18(b) shall be prepared in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, (a) The audited and shall cause each unaudited consolidated financial statements of Parent and its Subsidiaries included (or incorporated by reference) in the Parent SEC Reports have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto) and (except as amended or superseded by a filing prior to maintain, the date of this Agreement) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. (b) Parent has implemented and maintains a system of internal accounting established controls sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting and administered in accordance with sound business practices to permit the preparation of financial statements in conformity accordance with GAAP GAAP. Parent (provided that monthly financial statements shall not be required to have footnote disclosures i) has implemented and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent maintains disclosure controls and each Lender by Electronic Transmission and procedures (as defined in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (aRule 13a-15(e) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly Exchange Act) sufficient in all material respects to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Parent by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s outside auditors and the audit committee of the board of directors of Parent (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial position for reporting (as defined in Rule 13a-15(f) of the periods indicated Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in conformity with GAAP Parent’s internal control over financial reporting. A summary of any of these disclosures made by management to Parent’s auditors and shall not be subject audit committee is set forth as Section 4.6(b) of the Parent Disclosure Schedule. (c) Since March 1, 2007 (i) to any “going concern” or like qualification or exception the knowledge of Parent, neither Parent or any qualification of its Subsidiaries nor, any Representative of Parent or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each any of its Subsidiaries, has received any bona fide, substantive complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any bona fide, substantive complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and the related consolidated and Consolidating statements (ii) no attorney representing Parent or any of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Representatives to normal yearthe board of directors of Parent or any committee thereof or to Parent’s Chief Legal Officer or Chief Executive Officer. (d) To the knowledge of Parent, no officer, director or employee of Parent or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime by Parent or any of its Subsidiaries or the violation or possible violation of any applicable Law. Neither Parent or any of its Subsidiaries nor, to the knowledge of Parent, any officer, director, employee, contractor, subcontractor or agent of Parent or any such Subsidiary has discharged, demoted, suspended, threatened, harassed, sanctioned or in any other manner discriminated against an employee of Parent or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in Section 806 of the Xxxxxxxx-end adjustments Xxxxx Act. (e) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including without limitation any Contract relating to any transaction, arrangement or relationship between or among Parent or any of its Subsidiaries, on the one hand, and absence any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of footnote disclosuresRegulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving Parent or any its Subsidiaries in Parent’s consolidated financial statements.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:12 (a) as soon as available, but not later than 90 Tenant shall cause Guarantor to deliver to Landlord the following financial statements within thirty (30) days after the end Landlord’s request, not more than once per year: 12 For breakout lease(s) to Landlords of each Fiscal Yearfive or more Property Locations, a copy whether by individual leases or one or more master lease, all of the audited consolidated provisions of Section 31.17 of the Amended and unaudited Consolidating balance sheets Restated Master Lease (as amended, restated, replaced, supplemented or otherwise modified from time to time) will be inserted in lieu of Holdings the provisions of this Section 31.17 of this breakout lease form. All such insertions of Section 31.17 of the Amended and each of its Subsidiaries as Restated Master Lease shall not include references to “(including Spirit Realty Capital, Inc., or, in conjunction with a SpinCo Transaction or following a SpinCo Transaction, such to-be-spun-off or spun-off entity)”. (i) The most recent income and expense statements for the business at the end Premises in the form of the statement attached hereto as Exhibit J (such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable information to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under confidentiality and non-disclosure provisions set forth in Section 7.05(g31.17(c), in each case, occurring within one year from the time such report is delivered); and (bii) as soon as availableThe most recent audited corporate, but not later than 45 days after the end consolidated balance sheet, statement of each operations, statement of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholdersstockholders’ equity and statement of cash flows and all other related schedules for the fiscal period then ended of Guarantor, in each case audited by a nationally recognized accounting firm (such information to be subject to the confidentiality and non disclosure provisions set forth in Section 31.17(c)). (b) All financial statements to be provided hereunder shall be prepared in accordance with GAAP. (c) Landlord agrees to treat as confidential, and to not disclose without Tenant’s written consent, all income and expense statements for the business at the Premises and any other information specific to the Premises (collectively, the “Confidential Information”), provided, however, that Confidential Information does not include information which (i) is already known to Landlord prior to receipt as evidenced by prior documentation thereof or has been independently developed by Landlord on a non-confidential basis; (ii) is or becomes generally available to the public other than as a result of an improper disclosure by Landlord or its representatives; (iii) becomes available to Landlord on a non-confidential basis from a source other than Tenant or any of its representatives, provided that such source is not, to Landlord’s knowledge, bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Tenant with respect to such information; or (iv) is disclosed pursuant to a requirement of a court, administrative agency or other regulatory or governmental body or is disclosed pursuant to applicable law, rule or regulation. Notwithstanding the foregoing, Landlord may, without the written consent of Tenant, disclose any Confidential Information to any potential buyer, assignee, or other counterparty of Landlord, or Landlord’s actual or potential financing sources, in each case in connection with any transaction contemplated by Section 12.04 (collectively, “Landlord Counterparties”) or a Mortgagee or trustee in connection with a securitization or a rating agency involved with respect to such securitization (“Securitization Parties”, collectively with Landlord Counterparties, the “Disclosure Parties”) and the Securitization Parties may further disclose the Confidential Information solely to B-piece buyers in connection with the securitization or an institutional investor that typically invests in securitizations of this type and size (“Other Parties”) to the extent the Securitization Parties customarily disclose the same to the Other Parties in connection with the securitization and to the extent requested by the Other Parties; provided that (A) the Securitization Parties and the Other Parties are advised that the Confidential Information is confidential, and (B) the Confidential Information may not be placed in any prospectus, or other securities offering material or other written materials by Landlord, or any Mortgagee, trustee or rating agency or any Affiliated Party. In addition, any Disclosure Parties and the Other Parties (other than the rating agencies and potential financing sources which are not required to execute a Confidentiality Agreement but may only disclose information to parties that have executed a Confidentiality Agreement) shall execute a confidentiality agreement substantially in the form attached hereto as Schedule 31.17(c), or such other form as reasonably agreed upon by Tenant, Landlord, the Disclosure Parties, and/or the Other Parties (the “Confidentiality Agreement”) in connection with the disclosure of Confidential Information hereunder; provided, however, that any Landlord Counterparty may disclose such Confidential Information to its actual or potential financing sources that are informed by such Landlord Counterparty of the end of such Fiscal Quarter and for the portion confidential nature of the Fiscal Year then endedConfidential Information and that agree to be bound by the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Section, each in no event shall any Confidential Information be disclosed to any retailers. (d) All financial statements to be provided hereunder shall be certified by the chief financial officer or administrative member of Tenant (or other party delivering such financials), which certification shall be in the form of Schedule 31.17(d) attached hereto and shall state that such financial statements (i) are true, complete and correct in all material respects, (ii) fairly present, in all material respects, in accordance with GAAP, the financial position condition of Tenant (or other party delivering such financials) as of the date of such reports, and (iii) satisfy the results requirements set forth in Section 31.17. If Tenant (or other party delivering financial statements) discovers that financial statements delivered to Landlord hereunder contain a misstatement or an omission in any material respect, it shall promptly notify Landlord of operations same and take such actions as are reasonably necessary to correct, or cause to be corrected, such financial statements; provided, however, in no event shall Tenant (or other party delivering such financials) willfully and intentionally misstate its financial statements. In no event shall Tenant have any liability to Landlord or its affiliates in respect of Holdings any breach of the foregoing certification caused by Tenant’s negligence or gross negligence or, except as set forth in Section 16.01 and Section 16.02, for failure to perform its Subsidiariesobligations under this Section 31.17. Landlord’s sole rights and remedies for a breach of this Section 31.17 shall be limited to those remedies that are available to Landlord as set forth in Section 16.02 of this Lease. (e) Notwithstanding any other provision contained in this Section 31.17, subject from and after the date when the Guaranty is no longer in full force or effect, Tenant shall be obligated to normal year-end adjustments deliver financial statements (of the type and absence having the characteristics described herein) of footnote disclosuresTenant, in lieu of causing Guarantor to deliver such financial statements of Guarantor. (f) Intentionally Omitted. (g) Intentionally Omitted.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersBanks, with sufficient copies for each Bank: (a) as soon as available, but not later than 90 120 days after the end of each Fiscal Yearfiscal year, a copy of the audited consolidated Consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating Consolidated statements of income or operations, shareholders’ ' equity and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied by the report opinion of any “Big Four” PricewaterhouseCoopers LLP or other nationally another nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent ("Independent Auditor") which report shall contain an unqualified opinion stating state that such consolidated Consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and applied on a basis consistent with prior years. Such opinion shall not be subject to qualified or limited because of a restricted or limited examination by the Independent Auditor of any “going concern” or like qualification or exception material portion of the Borrower's or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)Subsidiary's records; and (b) as soon as available, but not later than 45 55 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year, a copy of the unaudited consolidated Consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter quarter and the related Consolidated statements of income, shareholders' equity and cash flows for the portion period commencing on the first day and ending on the last day of the Fiscal Year then endedsuch quarter, each of which shall and certified by a Responsible Officer as fairly present, in all material respectspresenting, in accordance with GAAPGAAP (subject to ordinary, good faith year-end audit adjustments), the financial position and the results of operations of Holdings the Borrower and its the Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as availablePrior to the Closing, but not later than 90 days after Seller shall use reasonable best efforts to cause to be prepared and delivered to Purchaser the end of each Fiscal Year, a copy of the (i) audited consolidated and unaudited Consolidating combined balance sheets of Holdings the Business as of December 31, 2022 and each of its Subsidiaries as at the end of such year December 31, 2023 and the (ii) respective related consolidated and Consolidating audited combined statements of income or operationsincome, shareholders’ shareholder’s equity and cash flows of the Business (taking into account the Corporate Functions used by the Business), for such Fiscal Yearthe fiscal years ended December 31, setting forth 2022 and December 31, 2023, and the last day of any subsequent fiscal year ended at least ninety (90) calendar days before the Closing Date, in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any together with an “Big Fourunqualified” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified audit opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely issued with respect to or resulting solely from an upcoming scheduled maturity date of such audited financial statements by the Loans or other series of Indebtedness permitted under Section 7.05(gBusiness’s independent auditor (such audited financial statements referred to in the foregoing clauses (i) and (ii), collectively, the “Audited Financial Information”). The Audited Financial Information shall (A) be prepared in each casegood faith and, occurring within one year from except as set forth in the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respectsnotes thereto, in accordance with GAAP, consistently applied throughout the periods covered thereby, (B) fairly present the financial position condition and the results of operations of Holdings the Business (taking into account the Corporate Functions used by the Business), as of the dates and its Subsidiariesfor the periods therein specified, subject (C) be derived from books and records of Seller that are regularly maintained by management of Seller in accordance with GAAP and (D) have been reviewed in accordance with the applicable procedures of the American Institute of Certified Public Accountants. (b) During the period commencing as of the date hereof and continuing until the Closing, Seller shall use reasonable best efforts to normal year-deliver the financial information of the Acquired Companies for each calendar month in the form set forth on Schedule 6.9(b) of the Seller Disclosure Schedules to Purchaser within ten (10) Business Days of the end adjustments and absence of footnote disclosuressuch calendar month.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent and (who shall promptly furnish to each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:Lender): (a) as soon as available, but not later than in any event within 90 days after the end last day of each Fiscal Yearfiscal year of UK Holdco, a copy of the audited consolidated balance sheet of UK Holdco and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at the end of such year and the related audited consolidated and Consolidating statements of income or operations, shareholders’ equity and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Year, year and accompanied by the report an opinion of any “Big Four” PricewaterhouseCoopers LLP or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent accountants of recognized national standing, which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to qualification as to scope or contain any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely other than with respect to or resulting solely from an upcoming scheduled (i) the maturity of any Loans under this Agreement, the Senior Secured Notes or any other Indebtedness or (ii) any potential inability to satisfy any financial covenant on a future date or for a future period (provided that delivery within the time periods specified above of copies of the Loans Annual Report on Form 10-K or other series Form 20-F of Indebtedness permitted under UK Holdco (or any direct or indirect parent company thereof) filed with the SEC (or the equivalent documents filed with a comparable agency in any applicable non-U.S. jurisdiction, provided such documents contain substantially the same scope of information as would be set forth in a Form 10-K or Form 20-F) shall be deemed to satisfy the requirements of this Section 7.05(g6.1(a), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than in any event within 45 days after the end of each last day of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of UK Holdco, a copy of the unaudited consolidated balance sheet of UK Holdco and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of at the end of such Fiscal Quarter quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the Fiscal Year then endedfiscal year through the end of such quarter, setting forth in each of which shall case in comparative form the figures for the previous year, certified by a Responsible Officer as fairly present, stating in all material respects, respects the financial position of UK Holdco and its consolidated Subsidiaries in accordance with GAAP, GAAP for the financial position and the results of operations of Holdings and its Subsidiaries, period covered thereby (subject to normal year-end audit adjustments and the absence of footnote disclosuresfootnotes) (provided that delivery within the time periods specified above of copies of the Quarterly Report on Form 10-Q or a Report of Foreign Private Issuer on Form 6-K (that includes substantially the same information as was included in Clarivate Holdings Limited’s Form 6-K dated May 15, 2019) of UK Holdco (or any direct or indirect parent company thereof) filed with the SEC (or the equivalent documents filed with a comparable agency in any applicable non-U.S. jurisdiction, provided such documents contain substantially the same scope of information as would be set forth in Form 10-Q or the aforementioned 6-K) shall be deemed to satisfy the requirements of this Section 6.1(b)). All such consolidated financial statements shall be prepared (except as otherwise provided below) in all material respects in accordance with GAAP applied consistently (except to the extent any such inconsistent application of GAAP has been approved by such accountants (in the case of clause (a) above) or officer (in the case of clause (b) above), as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods (subject, in the case of quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes), and all such financial statements shall include a presentation of Consolidated EBITDA. Notwithstanding the foregoing, the obligations in Section 6.1(a) and Section 6.1(b) may be satisfied by furnishing, at the option of the Borrower Representative, the applicable financial statements or, as applicable, forecasts of (I) any predecessor or successor of UK Holdco or any entity meeting the requirements of clause (II) or (III) of this paragraph, (II) any other wholly-owned Restricted Subsidiary that, together with its consolidated Restricted Subsidiaries, constitutes substantially all of the assets of UK Holdco and its consolidated Subsidiaries (a “Qualified Reporting Subsidiary”) or (III) any Parent Holding Company, provided that to the extent such information relates to a Qualified Reporting Subsidiary or a Parent Holding Company, (x) such information is accompanied by consolidating information (which need not be audited) that explains in reasonable detail the differences between the information relating to such Qualified Reporting Subsidiary or such Parent Holding Company, on the one hand, and the information relating to UK Holdco and its Restricted Subsidiaries on a standalone basis, on the other hand and (y) solely in the case of a Qualified Reporting Subsidiary, neither such Parent Holding Company nor any Subsidiary of such Parent Holding Company (other than Holdings or such Qualified Reporting Subsidiary and its Subsidiaries) shall have any material assets or liabilities. Notwithstanding the foregoing, in the event that UK Holdco or any Parent Holding Company of UK Holdco is or becomes a public reporting company and files a Form 10-K or Form 20-F (or other equivalent document), or Form 10-Q or Form 6-K (or other equivalent document), as contemplated pursuant to clauses (a) and (b) above, respectively, then UK Holdco shall satisfy the delivery requirements under this Section 6.1 upon the filing of such reports with the SEC or other securities commission or stock exchange; provided that if a Parent Holding Company of UK Holdco files such reports with the SEC or other securities commission or stock exchange, such Parent Holding Company of UK Holdco provides the consolidating information set forth in this paragraph. For the avoidance of doubt, any financial statements or other reports delivered pursuant to this Section 6.1 (A) shall not be required to comply with Section 302, Section 404 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (B) shall not be required to contain the separate financial information for any Loan Parties contemplated by Rule 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC (other than the consolidating information contemplated by the immediately preceding paragraph), (C) shall not be required to comply with Items 402, 405, 406, 407 and 601 of Regulation S-K promulgated by the SEC, (D) shall not be required to contain any exhibit (including any financial statements that would be required to be filed as an exhibit) and (E) shall not be required to comply with rules or regulations promulgated by the SEC concerning Extensible Business Reporting Language (XBRL).

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Deliver to the Administrative Agent and (for delivery to each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:Lender): (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of Holdings, a copy of the audited consolidated and unaudited Consolidating balance sheets sheet of Holdings and each of its Subsidiaries as at the end of such year fiscal year, and the related consolidated and Consolidating statements of income or operationsearnings, shareholders’ equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by the a report and opinion of any “Big Four” or other nationally recognized an independent certified public accounting firm accountant of nationally recognized standing reasonably acceptable to the Administrative Agent Required Lenders (it being understood that Xxxxx & Young LLP is reasonably acceptable to the Required Lenders), which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph a “going concern” statement that is due solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, impending debt maturities occurring within one year from 12 months of such audit or the time anticipated breach of any financial covenants) to the effect that such report is delivered)consolidated financial statements present fairly in all material respects the financial position and results of operations of Holdings and its subsidiaries on a consolidated basis in accordance with GAAP; and (b) as soon as available, but not later than in any event within 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of Holdings, a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each its Subsidiaries as at the end of its Subsidiariessuch fiscal quarter, and the related consolidated and Consolidating statements of incomeearnings for (i) the most recently completed fiscal quarter, shareholders’ equity and (ii) the period beginning with the first day of the current fiscal year and ending of the last day of the most recently completed fiscal quarter, and cash flows for the period beginning with the first day of the current fiscal year and ending on the last day of the most recently completed fiscal quarter. The consolidated balance sheet shall be presented in comparative form with the balances as of at the end of such Fiscal Quarter the immediately preceding fiscal year. The consolidated statements of earnings and the consolidated statements of cash flows shall likewise be presented in comparative form, and include the figures and amounts for the portion comparable period(s) of the Fiscal Year then endedimmediately preceding fiscal year. Such consolidated financial statements shall be in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting the financial condition, each results of which shall fairly presentoperations, in all material respects, and cash flows of Holdings and its Subsidiaries in accordance with GAAP, the financial position subject only to normal recurring adjustments and the results absence of operations footnotes. As to any information contained in materials furnished pursuant to Section 6.02(b), Holdings shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of Holdings or the Company to furnish the information and its Subsidiaries, subject to normal year-end adjustments materials described in subsections (a) and absence of footnote disclosures(b) above at the times specified therein.

Financial Statements. Each Loan Party (a) So that Buyer may comply with certain financial reporting requirements of the U.S. Securities and Exchange Commission (“SEC”), following the Closing Date, Seller shall maintainprovide Buyer and its accountants reasonable access to Seller’s financial records and data related to the Assets and Seller’s officers, accountants, counsel and representatives (“Seller Personnel”) as Buyer and its accountants may reasonably request in order to comply with such requirements. Seller shall (and shall use its reasonable efforts to cause Seller Personnel to) cooperate with Buyer and its representatives in connection with the preparation by Seller, at Buyer’s sole cost, expense and risk, of financial statements and other financial data relating to Seller for a period of up to three full fiscal years prior to the Closing Date, including any interim period preceding the Closing Date, to satisfy Buyer’s obligations to file financial statements required by Section 3-05 of Regulation S-X under the Securities and Exchange Act of 1934 (the “Exchange Act”) with respect to the consummation of the transactions contemplated by this Agreement (“Seller Financial Statements”). If the SEC requires Buyer to obtain audited financial statements and other financial data relating solely to the Assets (collectively “Carve Out Financials Statements”), Seller’s cooperation shall include access to (i) the financial records and the right to copy such financial records necessary to allow Buyer to prepare Carve Out Financial Statements meeting the requirements of Regulation S-X promulgated under the Securities Act of 1933 (the “Securities Act”) (including the supplementary disclosure of reserve quantities and the standardized measure pursuant to SFAS 69 (paragraphs 10-17 and 30-34)) and (ii) access to Seller Personnel for the purpose of (A) preparing the Carve Out Financials Statements, related disclosures, and shall cause each of its Subsidiaries accounting books and records relating to maintainthe Assets, a system of accounting established and administered (B) performing an audit, as needed, in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andgenerally accepted auditing standards. (b) as soon as availableSeller shall cooperate with Buyer, but not later than 45 days after at Buyer’s sole cost, expense and risk, in connection with the end preparation of each any pro forma financial statements of Buyer that are derived in part from financial statements referenced in Section 12.16(a) above and any other financial or statistical information with respect to the Assets that Buyer reasonably determines are required to be included or incorporated by reference in any registration statement, report or other filing of Buyer to satisfy any rule or regulation of the first three Fiscal Quarters SEC or to satisfy relevant disclosure obligations under the Securities Act or the Exchange Act. (c) Seller shall, at Buyer’s sole cost, expense and risk, use reasonable efforts to cause its independent accountants to consent to the inclusion or incorporation by reference of each Fiscal Yearits audit opinion with respect to including the Seller Financial Statements or Carve Out Financial Statements, a copy as applicable, in any such registration statement, report or other filing of any Buyer, and Seller shall, at Buyer’s sole cost, expense and risk, use reasonable efforts to cause representation letters, in form and substance reasonably satisfactory to Seller’s independent accountants, to be executed and delivered to such independent accountants in connection with obtaining any such consent from such independent accountants. (d) Notwithstanding the foregoing, (i) Seller shall in no event be required to create new records relating to the Assets and (ii) the access to be provided to Buyer and its accountants pursuant to this Section shall not interfere with Seller’s ability to conduct business in the ordinary course and such access shall only be made available during Seller’s normal business hours. (e) Buyer (on behalf of the unaudited consolidated Buyer Group and Consolidating balance sheets their successors and assigns) releases Seller Group from and shall fully protect, defend, indemnify and hold Seller Group harmless from and against any and all Claims relating to, arising out of, or connected with, directly or indirectly, the preparation or furnishing of Holdings any information or records referred to in this Section 12.16, any actions, statements, representations or certifications of Seller’s and each its Affiliates’ personnel, accountants, consultants, contractors or auditors with respect to such information or records, or Buyer’s use of its Subsidiariesany such information or records, and the related consolidated and Consolidating statements inclusion of income, shareholders’ equity and cash flows as of the end of any such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly presentrecords or information or matters derived therefrom, in all material respectsany debt or equity offering documents, in accordance filings with GAAPany exchange or the SEC, the financial position or related materials, regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Seller Group, or any pre-existing defect; provided however, Seller’s release and the results of operations of Holdings and its Subsidiaries, subject indemnification set forth herein shall not apply to normal year-end adjustments and absence of footnote disclosuresSeller’s willful misconduct.

Financial Statements. Each Loan Party shall maintain, and shall cause each Guarantor has heretofore furnished to Buyer a copy of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited its consolidated and unaudited Consolidating consolidating balance sheet and the consolidated balance sheets of Holdings and each its consolidated Subsidiaries for the fiscal year of its Subsidiaries as at the end of such year Guarantor ended December 31, 2000 and the related consolidated and Consolidating consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for the Guarantor and its consolidated Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, with the opinion thereon of Xxxxxx Xxxxxxxx LLP and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited its consolidated and Consolidating consolidating balance sheet and the consolidated balance sheets of Holdings its consolidated Subsidiaries for the quarterly fiscal periods of the Guarantor ended March 31, 2001, June 30, 2001 and each of its SubsidiariesSeptember 30, 2001 and the related consolidated and Consolidating consolidating statements of income, shareholders’ equity income and retained earnings and of cash flows as of the end of such Fiscal Quarter and for the portion of Guarantor and its consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the Fiscal Year then ended, each of which shall figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Guarantor and its Subsidiaries and the consolidated and consolidating results of their operations as at such dates and for such fiscal periods, all in accordance with GAAPGAAP applied on a consistent basis. Since September 30, 2001, there has been no material adverse change in the consolidated business, operations, financial position and condition, properties or prospects of the results of operations of Holdings Guarantor and its Subsidiariesconsolidated Subsidiaries taken as a whole from that set forth in said financial statements nor is the Guarantor aware of any state of facts which (without notice or the lapse of time) would or could result in any such material adverse change. The Guarantor has, subject on the date of the statements delivered pursuant to normal yearthis Section (the "Statement Date") no liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-end adjustments term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheets and absence related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of footnote disclosuresthe Guarantor except as heretofore disclosed to Buyer in writing.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Company shall deliver to the Administrative Agent and each Lender by Electronic Transmission Bank, in form and in detail reasonably satisfactory to the Administrative Agent and the Required LendersMajority Banks: (a) as soon as available, but not later than 90 100 days after the end of each Fiscal Yearcalendar year, a copy of the audited consolidated balance sheet of the Company and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at of the end of such year and the related audited consolidated and Consolidating statements of income or operations, shareholders’ equity operations and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearcalendar year, and accompanied by the report opinion of any “Big Four” or other nationally a nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent (“Independent Auditor”) which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly in all material respects the financial position of the Company and its Subsidiaries on a consolidated basis for the periods indicated in conformity with GAAP and consistently applied. Such opinion shall not be subject to qualified or limited because of a restricted or limited examination by the Independent Auditor of any “going concern” or like qualification or exception material portion of the Company’s or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)Material Subsidiary’s records; and (b) as soon as available, but not later than 45 50 days after the end of each of the first three Fiscal Quarters calendar quarters of each Fiscal Yearcalendar year, a copy of the unaudited consolidated balance sheet of the Company and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter quarter and the related unaudited consolidated statements of operations and cash flows for the portion period commencing on the first day and ending on the last day of the Fiscal Year then endedsuch quarter, each of which shall certified by a Responsible Officer as fairly present, in all material respectspresenting, in accordance with GAAPGAAP (subject to the absence of footnotes and ordinary, good faith year-end audit adjustments), the financial position and the results of operations of Holdings the Company and its SubsidiariesSubsidiaries on a consolidated basis; provided, subject that if the Company has one or more designated Unrestricted Subsidiaries during any period in respect of which the Company is required to normal year-deliver financial statements pursuant to Section 6.01(a) or (b), the Company shall concurrently deliver to the Agent and each Bank corresponding unaudited consolidating financial statements of each such Unrestricted Subsidiary as of the end adjustments of and absence of footnote disclosuresfor such period.

Financial Statements. Each Loan Party The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures disclosure and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission in electronic form and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 one hundred twenty (120) days after the end of each Fiscal Yearfiscal year, a copy of the audited consolidated and unaudited Consolidating consolidating balance sheets of Holdings Borrower and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied by the report unqualified opinion of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent (provided, that solely with respect to such opinion for the fiscal year ending December 31, 2005, in setting forth in comparative form the figures for the fiscal year ending December 31, 2004 in such opinion, such “Big Four” or other nationally-recognized independent public accounting firm shall be entitled to rely upon, and such opinion may be qualified by reference to, the audited consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the end of December 31, 2004 and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year that have been prepared by Xxxxx, Xxxxxxxx Apple), which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely applied on a basis consistent with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)prior years; and (b) as soon as available, but not later than 45 thirty (30) days after the end of each of the first three Fiscal Quarters of each Fiscal Yearfiscal month, a copy of the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter month and for the portion of the Fiscal Year fiscal year then ended, each all certified on behalf of which shall Borrower by an appropriate Responsible Officer as being complete and correct and fairly present, in all material respectspresenting, in accordance with GAAP, the financial position and the results of operations of Holdings the Borrower and its the Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresdisclosure.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided provided, that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Borrowers shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating segmented balance sheets of Holdings Axiall and each of its consolidated Subsidiaries as at the end of such year the previous Fiscal Year and the related consolidated and Consolidating segmented statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall (i) contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and shall (ii) not be subject include any explanatory paragraph expressing substantial doubt as to any “going concern” or like qualification or exception or any qualification concern status or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andaudit; (b) as soon as available, but not later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, Quarter a copy of the unaudited consolidated and Consolidating segmented balance sheets of Holdings Axiall and each of its consolidated Subsidiaries, and the related consolidated and Consolidating segmented statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct in all material respects and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings Axiall and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; (c) as soon as available, but not later than thirty (30) days after the end of the first two fiscal months of each Fiscal Quarter, a copy of the unaudited consolidated balance sheets of Axiall and its consolidated Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct in all material respects and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Axiall and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and (d) if applicable, simultaneously with the delivery of each set of financial statements referred to in Sections 4.1(a), (b) and (c) above, the related consolidating financial statements (which may be in footnote form) reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. All requirements to deliver segmented balance sheets referred to in this Section 4.1 shall be satisfied by the delivery of such balance sheets as currently reported in public disclosure documents.

Financial Statements. Each Loan Party shall maintain, The Company will keep books of account and shall prepare financial statements and will cause to be furnished to each Purchaser and each other Holder (all of its Subsidiaries the foregoing and following to maintain, a system of accounting established be kept and administered prepared in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:United States generally accepted accounting principles applied on a consistent basis): (a) as As soon as available, but not later than 90 and in any event within one hundred twenty (120) days after the end of each Fiscal Yearfiscal year of the Company, beginning with the fiscal year ending December 31, 1996, (i) a copy of the audited financial statements of the Company for such fiscal year containing a consolidated and unaudited Consolidating consolidating balance sheets sheet, statement of Holdings income, statement of shareholders' equity, and statement of cash flows, each of its Subsidiaries as at the end of such fiscal year and for the related consolidated period then ended and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case setting forth in comparative form the figures for the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and accompanied audited and certified by the report of any “Big Four” Ernst & Young, or other nationally recognized independent certified public accounting firm reasonably acceptable accountants of recognized standing selected by the Company and consented to by the Holders and (ii) a comparison of the actual results during such fiscal year to those originally budgeted by the Company prior to the Administrative Agent which beginning of such fiscal year and a narrative description and explanation of any budget variances. The annual audit report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall required by this Agreement will not be subject qualified by or make reference to any “disclosure that the Company may not continue as a going concern” concern or like qualification otherwise be qualified or exception limited because of restricted or limited examination by the accountant of any qualification or exception as to the scope portion of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date any of the Loans or other series records of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andCompany. (b) as As soon as available, but not later than 45 and in any event within thirty (30) days after the end of each of the first three Fiscal Quarters of each Fiscal Yearcalendar month, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating consolidating financial statements of income, shareholders’ equity and cash flows the Company as of the end of such Fiscal Quarter calendar month and for the portion of the Fiscal Year fiscal year then ended, containing a balance sheet, a statement of retained earnings, statement of income, and statement of cash flows, in each case setting forth in comparative form the figures for the corresponding period of the preceding fiscal year and all in reasonable detail, including, without limitation, a comparison of the actual results during such period to those originally budgeted by the Company prior to the beginning of such fiscal period and for the fiscal year to date. (c) Within forty-five (45) days after the beginning of each fiscal year, an annual budget or business plan for such fiscal year, including a projected consolidated and consolidating balance sheet, income statement, and cash flow statement for such year, and, promptly during each fiscal year, all revisions thereto approved by the board of directors of the Company. (d) Concurrently with the delivery of each of which shall fairly presentthe financial statements referred to in Section 4.01(a) and, on the request of any Purchaser, Section 4.01(b), a certificate of an authorized officer of the Company in all material respects, form and substance satisfactory to the Holders (i) certifying that the financial statements attached to such certificates have been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied and fairly and accurately present (subject to year-end audit adjustments) the consolidated and consolidating financial condition and results of operations of the Company at the date and for the period indicated therein, and (ii) containing a narrative report of the financial position business and affairs of the Company that includes, but is not limited to, a discussion of the results of operations compared to those originally budgeted for such period by the Company prior to the beginning of Holdings such period. (e) As soon as available, a copy of each (i) financial statement, report, notice, or proxy statement sent by the Company to its shareholders; (ii) regular, periodic, or special report, registration statement, or prospectus filed by the Company with any securities exchange, state securities regulator, or the Commission; (iii) material order issued by any court, governmental authority, or arbitrator in any material proceeding to which the Company is a party or to which any of its assets is subject; (iv) press release or other statement made available generally by the Company or the Shareholder to the public generally concerning material developments in the business of the Company; and its Subsidiaries(v) a copy of all correspondence, subject reports, and other information sent by the Company to normal year-end adjustments any holder of any indebtedness, including, without limitation the Senior Lender. (f) Promptly, such additional information concerning the Company as any Holder may request, including, without limitation, auditor management reports and absence of footnote disclosuresaudit "waive" lists.

Financial Statements. Each Loan Note Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly and quarterly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Issuers shall deliver to the Administrative Agent and to one contact identified by each Lender Purchaser by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersPurchasers: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated Consolidated and unaudited Consolidating condensed consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated Consolidated and Consolidating condensed consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion opinion, stating that such consolidated Consolidated financial statements present fairly in all material respects the financial position as at the dates indicated and the results of operations for the periods indicated of Holdings and its Subsidiaries in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit applied on a basis consistent with prior years (except for an explanatory paragraph solely changes with which the Issuers’ accountants shall concur and that shall have been disclosed in the notes to the financial statements subject to Section 11.3); provided, however, that delivery of a Form 10-K of Holdings that is in compliance with all applicable Requirements of Law shall satisfy the delivery requirements of this clause (a) and subsection 4.2(a) (including with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), condensed consolidating statements so long as such statements are included in each case, occurring within one year from the time such report is deliveredForm 10-K); and (b) as soon as available, but not later than 45 thirty (30) days after the end of each fiscal month of each Fiscal Year that is not the last month in a Fiscal Quarter, and not later than forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated Consolidated and Consolidating condensed consolidating balance sheets of Holdings and each as of its Subsidiariesthe end of such fiscal month, and the related consolidated Consolidated and Consolidating condensed consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter fiscal month and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Issuers by an appropriate Responsible Officer of the Issuer Representative as fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position as at the dates indicated and the results of operations for the periods indicated of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of balance sheet reclassifications and footnote disclosures; provided, however, that delivery of a Form 10-Q of Holdings that is in compliance with all applicable Requirements of Law shall satisfy the delivery requirements of this clause (b) and subsection 4.2(a) with respect to quarterly financial statements (including with respect to the condensed consolidating statements so long as such statements are included in the Form 10-Q). (c) Purchasers and Agent hereby acknowledge and agree that the format of the material of the type required to be delivered under this Section shall be satisfactory if it corresponds to the form agreed upon between Issuer Representative and the Purchasers prior to the Closing Date.

Financial Statements. Each Loan Party shall maintainAs soon as reasonably available after the date of this Agreement, LSB will deliver to ONB any additional audited consolidated financial statements which have been prepared on its behalf or at its direction, the monthly consolidated unaudited balance sheets and profit and loss statements of LSB prepared for its internal use, Bank’s Call Reports for each quarterly period completed prior to the Effective Time, and all other financial reports or statements submitted to regulatory authorities after the date hereof, to the extent permitted by law (collectively, “Subsequent LSB Financial Statements”). The Subsequent LSB Financial Statements will be prepared on a basis consistent with past accounting practices and GAAP to the extent applicable and shall cause each present fairly the financial condition and results of its Subsidiaries to maintain, a system operations as of accounting established the dates and administered for the periods presented (except in accordance with sound business practices to permit the preparation case of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end unaudited financials or Call Report information for the absence of notes and/or yearend adjustments). The Parent Borrower shall Subsequent LSB Financial Statements, including the notes thereto, will not include any assets, liabilities or obligations or omit to state any assets, liabilities or obligations, absolute or contingent, or any other facts, which inclusion or omission would render such financial statements inaccurate, incomplete or misleading in any material respect. As soon as internally available after the date of this Agreement, ONB will deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the LSB any additional audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements which have been prepared on its behalf or at its direction and the quarterly consolidated unaudited balance sheets and profit and loss statements of ONB (collectively, “Subsequent ONB Financial Statements”). The Subsequent ONB Financial Statements will be prepared on a basis consistent with past accounting practices and GAAP to the extent applicable and shall present fairly in all material respects the financial position condition and results of operations as of the dates and for the periods indicated presented (except in conformity with GAAP and shall the case of unaudited financials or Call Report information for the absence of notes and/or yearend adjustments). The Subsequent ONB Financial Statements, including the notes thereto, will not be subject include any assets, liabilities or obligations or omit to state any “going concern” assets, liabilities or like qualification obligations, absolute or exception contingent, or any qualification other facts, which inclusion or exception as to the scope of omission would render such audit (except for an explanatory paragraph solely with respect to financial statements inaccurate, incomplete or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), misleading in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all any material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresrespect.

Financial Statements. Each Loan Party shall maintain, and shall cause Furnish to each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of the Borrower, a copy of the audited consolidated (and, in respect of any such period in which there is an Unrestricted Subsidiary, unaudited consolidating) balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its consolidated Subsidiaries as at the end of such year and the related audited consolidated and Consolidating (and, in respect of any such period in which there is an Unrestricted Subsidiary, unaudited consolidating) statements of income or operations, shareholders’ equity and of cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “reported on without a "going concern” " or like qualification or exception exception, or any qualification or exception as to arising out of the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans audit, by Deloitte & Touche or other series independent certified public accountants of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andnationally recognized standing; (b) as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Yearfiscal year of the Borrower, a copy of the unaudited consolidated (and, in respect of any such period in which there is an Unrestricted Subsidiary, unaudited consolidating) balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of at the end of such Fiscal Quarter quarter and the related unaudited consolidated (and, in respect of any such period in which there is an Unrestricted Subsidiary, unaudited consolidating) statements of income and of cash flows for such quarter and the portion of the Fiscal Year then endedfiscal year through the end of such quarter, setting forth in each of which shall case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly present, stated in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, respects (subject to normal year-end adjustments audit adjustments); and (c) as soon as available, but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower (other than the third, sixth, ninth and absence twelfth such month), the unaudited consolidated (and, in respect of footnote disclosuresany such period in which there is an Unrestricted Subsidiary, unaudited consolidating) balance sheets of the Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated (and, in respect of any such period in which there is an Unrestricted Subsidiary, unaudited consolidating) statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Furnish to the Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and Agent, with sufficient copies for each Lender, the Required Lendersfollowing documents: (a) as soon as available, but not later than 90 in any event within one-hundred eighty (180) days after the end of each Fiscal Year, a copy of the audited consolidated Consolidated and unaudited Consolidating balance sheets financial statements of Holdings the Borrower and each of its Consolidated Subsidiaries as at the end of such year Fiscal Year and the related consolidated audited Consolidated and unaudited Consolidating statements of income or operationsincome, shareholders’ equity stockholders equity, and cash flows of the Borrower and its Consolidated Subsidiaries for such Fiscal YearYear or partial Fiscal Year and accompanying footnotes, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied certified as being fairly stated in all material respects by the report of any “Big Four” or other an independent, nationally recognized independent certified public accounting firm reasonably acceptable satisfactory to the Administrative Agent which report shall contain an unqualified opinion stating and the Majority Lenders; provided that such consolidated financial statements present fairly in all material respects the financial position for accountants used by the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as Borrower immediately prior to the scope of such audit (except for an explanatory paragraph solely with respect Effective Date shall be reasonably satisfactory to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from Agent and the time such report is delivered); andMajority Lenders; (b) as soon as available, but not later than 45 in any event within forty five (45) days after the end of each fiscal quarter of the first three Fiscal Quarters Credit Parties (including the last quarter of each Fiscal Year, which, for such quarter, shall be a copy of Borrower-prepared draft subject to standard audit adjustments), the Borrower prepared unaudited consolidated and Consolidating Consolidated balance sheets of Holdings the Borrower and each its Consolidated Subsidiaries as at the end of its Subsidiaries, such quarter and the related consolidated and Consolidating unaudited statements of income, shareholders’ stockholders equity and cash flows as of the end of such Fiscal Quarter Borrower and its Consolidated Subsidiaries (it being understood that Borrower shall provide reasonably sufficient detail with respect to all cash held in its deposit and securities accounts) for the portion of the Fiscal Year then endedthrough the end of such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, and certified by a Responsible Officer of which shall the Borrower as being fairly present, stated in all material respects; and (c) as soon as available, but in any event within thirty (30) days after the end of each month (including the last month of each fiscal quarter and each Fiscal Year, which, for such months, shall be a Borrower-prepared draft subject to standard audit adjustments), commencing with the month ending June 30, 2019, the Borrower prepared unaudited Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at the end of such month and the related unaudited statements of income, stockholders equity and cash flows of the Borrower and its Subsidiaries (it being understood that Borrower shall provide reasonably sufficient detail with respect to all cash held in its deposit and securities accounts) for the portion of the Fiscal Year through the end of such fiscal month, setting forth in each case in comparative form (i) the figures for the corresponding periods in the previous year and (ii) the figures for the relevant period set forth in the projections delivered for such year pursuant to Section 7.2(e), and certified by a Responsible Officer of the Borrower as being fairly stated in all material respects; and all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAPGAAP throughout the periods reflected therein and with prior periods (except as approved by a Responsible Officer and disclosed therein), provided however that the financial position statements delivered pursuant to clauses (b) and the results of operations of Holdings (c) hereof will not be required to include footnotes and its Subsidiaries, will be subject to normal change from audit and year-end adjustments and absence of footnote disclosuresadjustments.

Financial Statements. Each Loan Party shall maintainKeep, and shall cause each of its Subsidiaries Subsidiaries, to maintainkeep, a system adequate records and books of accounting established and administered account with respect to its business activities in which proper entries are made in accordance with sound business customary accounting practices reflecting all its financial transactions; and cause to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required prepared and furnished to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission Lender, the following, all to be prepared in accordance with GAAP applied on a consistent basis, unless Wabash's certified public accountants concur in any change therein and in detail reasonably satisfactory such change is disclosed to the Administrative Agent and the Required Lendersis consistent with GAAP: (ai) as soon as available, but not later than 90 days after the end close of each Fiscal Yearfiscal year of Wabash, a copy audited financial statements of the audited consolidated Wabash and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at of the end of such year and the related consolidated and Consolidating statements year, on a Consolidated basis, certified by a firm of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably accountants of recognized standing selected by Wabash but acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present Agent, prepared in accordance with GAAP, fairly presenting in all material respects the financial position and results of operations of Wabash and its Subsidiaries for such fiscal year and presented without qualification (except for a qualification for a change in accounting principles with which the periods indicated in conformity with GAAP accountant concurs) and shall not be subject to without any “going concern” or like qualification or concern qualification, exception or assumption or any qualification qualification, exception or exception as assumption relating to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)audit; and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (bii) as soon as available, but not later than 30 days after the end of each month hereafter (45 days after the end of each of month ending a fiscal quarter), including the first three Fiscal Quarters last month of each Fiscal Yearfiscal year of Wabash, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating interim financial statements of income, shareholders’ equity Wabash and cash flows its Subsidiaries as of the end of such Fiscal Quarter month and for of the portion of the Fiscal Year fiscal year then endedelapsed, each on a Consolidated basis, certified by the Treasurer of which shall Wabash as prepared in accordance with GAAP and fairly present, presenting in all material respects, in accordance with GAAP, respects the financial position and the results of operations of Holdings Wabash and its Subsidiaries, Subsidiaries for such month and period subject only to normal changes from audit and year-end adjustments and absence except that such statements need not contain notes; (iii) together with each delivery of footnote disclosures.financial statements pursuant to clauses (i) and (ii) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the Treasurer of Wabash to the effect that such information fairly presents in all material respects the results of operation and financial condition of Wabash and its Subsidiaries as at the dates and for the periods indicated; (iv) upon request by Agent, promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports which Wabash, any other Borrower or any of any Borrower's Subsidiaries has made available to its Securities holders and copies of any regular, periodic and special reports or registration statements which Wabash, any other Borrower or any Subsidiary of any Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed with ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Wabash's, any other Borrower's or any of any Borrower's Subsidiaries' financial condition or results of operations. Concurrently with the delivery of the financial statements described in clause (i) of this subsection 8.1.3, Borrowers shall forward to Agent a copy of the accountants' letter to Wabash's management that is prepared in connection with such financial statements. Concurrently with the delivery of the financial statements

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). i) The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Crown Holdings and each of its Subsidiaries as at the end of such year December 31, 2002, 2003 and 2004 and September 30, 2005 and the related consolidated and Consolidating statements of income or operationsincome, cash flows and shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures of Crown Holdings for the previous Fiscal Year, and accompanied by the report of any “Big Four” Year or other nationally recognized independent certified public accounting firm reasonably acceptable to period ended on such dates, as the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements case may be, fairly present fairly in all material respects the consolidated financial position for the periods indicated in conformity with GAAP condition and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope results of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity operation and cash flows of Crown Holdings and its Subsidiaries as of such dates and for such periods (subject, in the end case of such Fiscal Quarter the financial statements as of and for the portion of the Fiscal Year then endedperiod ended September 30, each of which shall fairly present2005, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and to the absence of footnote disclosuresfootnotes). Copies of such statements have been furnished to the Lenders prior to the date hereof and, in the case of the December 31, 2002, 2003 and 2004 statements, have been reported on by Pricewaterhouse Coopers LLP, independent certified public accountants. (ii) Immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans, (I) (a) the fair value of the assets of each Credit Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Credit Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured and specifically, no German Borrower or Non-U.S. Guarantee Subsidiary organized under the Laws of the Federal Republic of Germany is illiquid, threatened with illiquidity or overindebted within the meaning of section 17, 18 or 19 of the German Insolvency Code, (Insolvenzordnung), or overindebted within the meaning of the German proper accounting standards (Grundsätze ordentlicher Buchführung); (c) each Credit Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Credit Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date and (II) (i) no Credit Party will be subject to any proceedings for its administration (with respect to a Credit Party organized under the laws of France, redressement judiciaire), or is or will be subject to a plan for the transfer of the whole or part of its business, or is or will be subject to liquidation (with respect to a Credit Party organized under the laws of France, liquidation judiciaire) and no claim has been made requesting implementation of such proceedings; (ii) no Credit Party is or will be subject to the administration of a court appointed mediator (conciliateur), judicial condition, compulsory manager, receiver (administrateur judiciaire), administrator, liquidator (liquidateur judiciaire) or other similar office (with respect to a Credit Party organized under the laws of France, mandataire ad hoc), and no request has been filed and no negotiations are envisaged for the rehabilitation, administration, custodianship, liquidation, winding-up or dissolution of such Credit Party; (iii) no Credit Party is or will be unable to settle its debts (contingent or otherwise) with realizable assets (with respect to a Credit Party organized under the laws of France, en état de cessation des paiements) within the meaning of article L 631-1 of the French Commercial Code or admits in writing its inability to pay its debts as they fall due; (iv) no Credit Party organized under the laws of France is or will be subject to safeguard proceedings (procédure de sauvegarde), within the meaning of Article L. 620-1 et seq. of the French Commercial Code; and (v) no Credit Party has or will commence negotiations with any of its creditors with a view to the general readjustment or rescheduling of any of its indebtedness or has made a general assignment for the benefit of any of its creditors and/or has entered into any settlement agreement or amicable arrangement with any of its creditors (with respect to a Credit Party organized under the laws of France, transactions, accord ou réglement amiable), or stops or suspends payment of all or substantially all of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness.

Financial Statements. Each Loan Party Seller shall maintaindeliver to Buyer: (1) as soon as available and in any event within forty-five (45) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of American Home Mortgage Investment Corp. ("AHMIC") and its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for AHMIC and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of AHMIC, which certificate shall cause each state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of AHMIC and its consolidated Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit GAAP, consistently applied, as at the preparation of financial statements in conformity with GAAP end of, and for, such period (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:; (a2) as soon as available, but not later than 90 available and in any event within ninety (90) days after the end of each Fiscal Yearfiscal year of AHMIC, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings AHMIC and each of its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and of cash flows for AHMIC and its consolidated Subsidiaries for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearyear, and accompanied by the report an opinion thereon of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable accountants of recognized national standing, which opinion shall not be qualified as to the Administrative Agent which report scope of audit or going concern and shall contain an unqualified opinion stating state that such said consolidated financial statements fairly present fairly in all material respects the consolidated financial position for the periods indicated in conformity with GAAP condition and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception results of operations of AHMIC and its respective consolidated Subsidiaries as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after at the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiariesof, and the related consolidated and Consolidating statements of incomefor, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default; (3) from time to time such other information regarding the financial position condition, operations, or business of Seller as Buyer may reasonably request; and (4) as soon as reasonably possible, and in any event within thirty (30) days after a Responsible Officer of Seller knows, or with respect to any Plan or Multiemployer Plan to which AHMIC or any of its Subsidiaries makes direct contributions, has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of AHMIC setting forth details respecting such event or condition and the action, if any, that AHMIC or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by AHMIC or an ERISA Affiliate with respect to such event or condition): (A) any reportable event, as defined in Section 4043(c) of ERISA or any successor provision thereof and the regulations issued thereunder, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA or any successor provision thereof, including without limitation the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA or any successor provision thereof, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code or any successor provision thereof); and any request for a waiver under Section 412(d) of the Code or any successor provision thereof for any Plan; (B) the distribution under Section 4041(c) of ERISA or any successor provision thereof of a notice of intent to terminate any Plan or any action taken by Seller or an ERISA Affiliate to terminate any Plan; (C) the institution by PBGC of proceedings under Section 4042 of ERISA or any successor provision thereof for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (D) the complete or partial withdrawal from a Multiemployer Plan by AHMIC or any ERISA Affiliate that results in liability under Section 4201 or 4204 of operations ERISA or any successor provision thereof (including the obligation to satisfy secondary liability as a result of Holdings a purchaser default) that would have a Material Adverse Effect or the receipt by AHMIC or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or any successor provision thereof or that it intends to terminate or has terminated under Section 4041A of ERISA or any successor provision thereof; (E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against AHMIC or any ERISA Affiliate to enforce Section 515 of ERISA or any successor provision thereof, which proceeding is not dismissed within thirty (30) days; and (F) the adoption of an amendment to any Plan that would result in the loss of tax-exempt status of the trust of which such Plan is a part if AHMIC or an ERISA Affiliate fails to provide timely security to such Plan in accordance with the provisions of Section 401(a)(29) of the Code or Section 307 of ERISA or any successor provision thereof. AHMIC will furnish to Buyer, at the time AHMIC furnishes each set of financial statements pursuant to paragraphs (a)(1) and (a)(2) above, a certificate of a Responsible Officer of AHMIC to the effect that, to the best of such Responsible Officer's knowledge, AHMIC during such fiscal period or year has observed or performed in all material respects all of its Subsidiariescovenants and other agreements, subject and satisfied every condition, contained in this Agreement and the other Repurchase Documents to normal year-end adjustments be observed, performed or satisfied by it, and absence that such Responsible Officer has obtained no knowledge of footnote disclosuresany Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action AHMIC has taken or proposes to take with respect thereto).

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the -------------------- Administrative Agent Agent, in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersMajority Banks, and with sufficient copies for each Bank: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of the Ultimate Parent and unaudited Consolidating balance sheets its consolidated Subsidiaries and of Holdings the Borrower and each of its Subsidiaries consolidated subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ members' equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report opinion of any “Big Four” PricewaterhouseCoopers LLP or other nationally another nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating state that such consolidated financial statements present fairly fairly, in all material respects respects, the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes agreed upon by the Ultimate Parent and/or the Borrower, on the one hand, and such auditors, on the other hand, which are disclosed and described in such statements); such opinion shall not be subject to qualified or limited because of a restricted or limited examination by such accountant of any “going concern” or like qualification or exception material portion of the records of the Ultimate Parent, the Borrower or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andtheir respective Subsidiaries; (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated balance sheet of the Ultimate Parent and Consolidating balance sheets its Subsidiaries and of Holdings the Borrower and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of each such Fiscal Quarter and the related consolidated statements of income, members' equity and cash flows for the portion period commencing on the first day and ending on the last day of such Fiscal Quarter, and certified to by a Responsible Officer of the Fiscal Year then ended, each Ultimate Parent and of which shall the Borrower as being complete and correct and fairly present, presenting in all material respects, in accordance with GAAPGAAP (except for the absence of footnotes and subject to normal year-end adjustments), the financial position and the results of operations of Holdings the Ultimate Parent and its Subsidiaries and of the Borrower and its Subsidiaries; and (c) as soon as available, but not later than 30 days after the end of each month, a copy of the unaudited consolidated balance sheet of the Ultimate Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries as of the end of such month and the related statements of income, members' equity and cash flows for the period commencing on the first day and ending on the last day of such month, and certified by a Responsible Officer of the Ultimate Parent and the Borrower as being complete and correct and fairly presenting in all material respects, in accordance with GAAP (except for the absence of footnotes and subject to normal year-end adjustments adjustments), the financial position and absence the results of footnote disclosuresoperations of the Ultimate Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Deliver to the Administrative Agent and (for further distribution to each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders:Lender): (a) as soon as available, but not later than 90 in any event within one hundred (100) days after the end of each Fiscal Yearfiscal year thereafter of the Borrower and its Consolidated Subsidiaries (or, if earlier, the date that is five (5) days after the reporting date for such information required by the SEC), a copy consolidated (but not consolidating) balance sheet of the audited consolidated Borrower and unaudited Consolidating balance sheets of Holdings and each of its Consolidated Subsidiaries as at the end of such year fiscal year, and the respective related consolidated and Consolidating (but not consolidating) statements of income or operations, shareholders’ equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated balance sheet and statements to be audited and accompanied by the (i) a report and opinion of any “Big Four” or other a Registered Public Accounting Firm of nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent standing, which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception (except to the extent relating to impending debt maturities occurring within 12 months of such audit) or any qualification or exception as to the scope of such audit and (except for ii) if required by applicable law, an explanatory paragraph solely with respect attestation report of such Registered Public Accounting Firm as to or resulting solely from an upcoming scheduled maturity date the Borrower’s internal controls pursuant to Section 404 of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)Xxxxxxxx-Xxxxx; and (b) as soon as available, but not later than 45 in any event within fifty-five (55) days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of the Borrower and its Consolidated Subsidiaries (or, if earlier, the date that is five (5) days after the reporting date for such information required by the SEC) commencing with the fiscal quarter ending March 31, 2016, a copy consolidated (but not consolidating) balance sheet of the unaudited consolidated Borrower and Consolidating balance sheets its Consolidated Subsidiaries as at the end of Holdings and each of its Subsidiariessuch fiscal quarter, and the related consolidated and Consolidating (but not consolidating) statements of incomeincome or operations for such fiscal quarter and the portion of such fiscal year then ended, as well as shareholders’ equity and cash flows for the portion of such fiscal year then ended, setting forth in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, as the case may be, or in the case of the balance sheet, the end of the previous fiscal year, all in reasonable detail, such consolidated balance sheet and statements to be certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows as of the end of such Fiscal Quarter Borrower and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, its Consolidated Subsidiaries on a consolidated (but not consolidating) basis in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject only to normal year-end adjustments audit adjustments, formatting requirements, and the absence of footnote disclosuresfootnotes. As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under Sections 6.01(a) or 6.01(b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and 6.01(b) above at the times specified therein.

Financial Statements. Each Loan Party shall maintainBorrower covenants and agrees that, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lendersas long as any Advance is outstanding: (a) Borrower will furnish to Lender, or cause to be furnished to Lender, as soon as available, but not later than 90 available and in any event within thirty (30) calendar days after the end of each Fiscal Yearcalendar month, a copy (i) statements of income and changes in stockholders’ equity of Borrower and, if applicable, Borrower’s Subsidiaries for the immediately preceding month, and related balance sheet as at the end of the immediately preceding month, all in reasonable detail, prepared by Borrower in accordance with GAAP applied on a consistent basis, and certified as to the fairness of presentation by the president or chief financial officer of Borrower, subject, however, to year-end audit adjustments and (ii) a Compliance Certificate. (b) Borrower will deliver to Lender, or cause to be furnished to Lender, as soon as available and in any event within ninety (90) calendar days after the close of each fiscal year: audited consolidated statements of income, changes in stockholders’ equity and unaudited Consolidating cash flows of Borrower, and, if applicable, Borrower’s Subsidiaries for such year, the related balance sheets of Holdings and each of its Subsidiaries sheet as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, (setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding fiscal year), all in reasonable detail, prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, and accompanied by the report of any “Big Four” an opinion in form and substance satisfactory to Lender and prepared by an accounting firm reasonably satisfactory to Lender, or other nationally recognized independent certified public accounting firm reasonably accountants of recognized standing selected by Borrower and acceptable to Lender, as to said financial statements and a certificate signed by the Administrative Agent which report shall contain an unqualified opinion president or chief financial officer of Borrower stating that such consolidated said financial statements fairly present fairly in all material respects the financial position for condition and results of operations of Borrower and, if applicable, Borrower’s Subsidiaries as at the periods indicated in conformity with GAAP end of, and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of for, such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andyear. (bc) Borrower will deliver to Lender, or cause to be furnished to Lender, as soon as available, but not later than 45 available and in any event within ninety (90) calendar days after the end close of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating fiscal year: audited statements of income, shareholders’ equity income and cash flows of Parent for such year, the related balance sheet as of at the end of such Fiscal Quarter and year (setting forth in comparative form the corresponding figures for the portion of the Fiscal Year then endedpreceding fiscal year), each of which shall fairly presentall in reasonable detail, in all material respects, prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved, and accompanied by an opinion in form and substance satisfactory to Lender and prepared by an accounting firm reasonably satisfactory to Lender, or other independent certified public accountants of recognized standing selected by Parent and acceptable to Lender, as to said financial statements and a certificate signed by the president or chief financial officer of Parent stating that said financial statements fairly present the financial position condition and the results of operations of Holdings Parent as at the end of, and its Subsidiariesfor, subject such year. Financial statements required to normal yearbe delivered pursuant to Section 5.01(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent files such documents on the SEC’s XXXXX system (or any successor thereto) or any other publicly available database maintained by the SEC, or provides a link thereto on Parent’s website on the Internet, to which Lender has access; or (ii) on which such documents are posted on Parent’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which Lender has access (whether a commercial, third-end adjustments and absence of footnote disclosuresparty website or whether sponsored by Lender).

Financial Statements. Each Loan Party (i) WFT shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver furnish to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory Agent, for delivery to the Administrative Agent and the Required Lenders: (aA) as soon as available, but not later than available and in any event within 90 days after the end of each Fiscal Yearfiscal year of WFT, a copy copies of the annual audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly of WFT prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)GAAP; and (bB) as soon as available, but not later than available and in any event within 45 days after the end of each of the first three Fiscal Quarters first, second and third fiscal quarters in each fiscal year of each Fiscal YearWFT, a copy copies of the unaudited consolidated and Consolidating balance sheets financial statements of Holdings and each of its Subsidiaries, WFT prepared in accordance with GAAP (subject to year-end audit adjustments and the related consolidated and Consolidating absence of note disclosure for such items as are consistent with the most recent audited financial statements of incomeWFT), shareholders’ equity certified by the chief financial officer or other Authorized Officer of WFT. (ii) If requested by the Agent, WFT shall furnish to the Agent, for delivery to the Lenders, for each Material Subsidiary whose total assets (on a consolidated basis if such Material Subsidiary itself has Subsidiaries) determined in accordance with GAAP represent more than 10% of the then Consolidated Net Tangible Assets: (A) as soon as available and cash flows as of in any event within 90 days after the end of each fiscal year of such Fiscal Quarter and for the portion Material Subsidiary, copies of the Fiscal Year then endedaudited annual financial statements, each if available, or, if not available, unaudited annual financial statements including profit and loss statement and balance sheet of which shall fairly present, in all material respects, such Material Subsidiary prepared in accordance with GAAP; and (B) as soon as available and in any event within 60 days after the end of each of the first, second and third fiscal quarters in each fiscal year of such Material Subsidiary, copies of the unaudited financial position and the results statements of operations of Holdings and its Subsidiaries, such Material Subsidiary prepared in accordance with GAAP (subject to normal year-end adjustments audit adjustments, if available, and the absence of footnote disclosuresnote disclosure for such items as are consistent with the most recent audited or unaudited, as applicable, financial statements of such Material Subsidiary), certified by the chief financial officer or other Authorized Officer of such Material Subsidiary.

Financial Statements. Each Loan Party shall maintainBorrower agrees to furnish or cause to be furnished to Lender, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP on or before forty-five (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a45) as soon as available, but not later than 90 days after the end of each Fiscal Yearquarter (other than Borrower’s fourth financial quarter), while any portion of the Indebtedness secured hereby remains unpaid, quarterly financial statements, including, but not limited to, balance sheet, cash flow statement, and contingent liability statement of Borrower prepared in accordance with generally accepted accounting practices consistently applied. All such financial statements shall be certified by Borrower and may be prepared “in-house”, but, at Lender’s option, shall be reviewed by Borrower’s independent certified public accountant for compliance herewith, all at Borrower’s expense. Borrower shall not change its fiscal year without giving prior written notice to Lender. Borrower further agrees to furnish or cause to be furnished to Lender, on or before one hundred twenty (120) days after the fiscal year end, while any portion of the Indebtedness secured hereby remains unpaid, annual CPA audited financial statements, including, but not limited to, balance sheet, cash flow statement, and contingent liability statement of Borrower prepared in accordance with generally accepted accounting principles consistently applied. Borrower shall not change its fiscal year without giving prior written notice to Lender. Borrower further agrees to furnish to Lender annual income tax returns of Borrower (including all accompanying schedules), on or before thirty (30) days of filing of each calendar year, while any portion of the Indebtedness secured hereby remains unpaid, provided, however, that if Borrower shall request an extension of time within which to file its annual income tax return, then Lender shall be furnished a copy of the audited consolidated and unaudited Consolidating balance sheets request for extension filed with the IRS by April 15 of Holdings and each of its Subsidiaries as at the end of such year and in which the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Yearreturn is due, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and income tax return shall be furnished to Lender within thirty (30) days after the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of extended deadline for filing the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuresreturn.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than 90 in any event within ninety (90) days after the end of each Fiscal YearYear (or such longer period as the Required Lenders may reasonably agree to in writing), a copy consolidated balance sheet of the audited consolidated BVI Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year Subsidiaries, and the related consolidated and Consolidating statements of income or operations, changes in shareholders’ equity 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 Applicable Accounting Standards, audited and accompanied by the a report and opinion of any “Big Four” or other nationally recognized an independent certified public accounting firm accountant of nationally recognized standing reasonably acceptable to the Administrative Agent Required Lenders, which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (other than a “going concern” or like qualification or exception in either case resulting solely from (x) the scheduled maturity date of the Loans occurring within one year from the time such opinion is delivered solely as a result of the Loans being characterized as short-term Debt solely as a result of such schedule maturity or due to an anticipated, but not actual, breach of the financial covenants set forth in Section 8.14) or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andaudit; (b) as soon as available, but not later than 45 in any event within one hundred twenty (120) days after the end of each Fiscal Year (or such longer period as the Required Lenders may reasonably agree to in writing), a Consolidating Balance Sheet, as at the end of such Fiscal Year, and the related Consolidating Income Statement and Consolidating Cash Flow Statement for such Fiscal Year, and beginning with the Fiscal Year ending December 31, 2018, setting forth in comparative form the figures for the previous Fiscal Year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with Applicable Accounting Standards, subject only to normal year-end audit adjustments and the absence of footnotes. (c) as soon as available, but in any event within forty five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearYear of the BVI Borrower (or such longer period as the Required Lenders may reasonably agree to in writing), a copy consolidated balance sheet of the unaudited consolidated BVI Borrower and Consolidating balance sheets its Subsidiaries as at the end of Holdings and each of its Subsidiariessuch Fiscal Quarter, and the related consolidated and Consolidating statements of income, shareholders’ equity income or operations and cash flows as of the end of for such Fiscal Quarter and 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 which shall the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the BVI Borrower as fairly presentpresenting the financial condition, in all material respectsresults of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, the financial position and the results of operations of Holdings and its SubsidiariesApplicable Accounting Standards, subject only to normal year-end audit adjustments and the absence of footnote disclosuresfootnotes. (d) as soon as available, but in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the BVI Borrower (or such longer period as the Required Lenders may reasonably agree to in writing), a Consolidating Balance Sheet as at the end of such Fiscal Quarter, and the related Consolidating Income Statement and Consolidating Cash Flow Statement for such Fiscal Quarter and for the portion of the Fiscal Year then ended, and, beginning with the Fiscal Quarter ending September 30, 2018, 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, certified by the chief executive officer, chief financial officer, treasurer or controller of the BVI Borrower as fairly presenting the financial condition, results of operations, and cash flows of the BVI Borrower and its Subsidiaries in accordance with Applicable Accounting Standards, subject only to normal year-end audit adjustments and the absence of footnotes. (e) promptly upon becoming available, a copy of any audited financial statements and related report and opinion prepared in respect of any Project Group. (f) Notwithstanding the foregoing, the obligations in Section 7.01(a), Section 7.01(c) and clause (ii) of Section 7.02(a) may be satisfied with respect to financial information of the BVI Borrower and its Subsidiaries by furnishing the BVI Borrower’s Form 10-K or 10-Q with respect to such Fiscal Year or Fiscal Quarter, as applicable, filed with the SEC.

Financial Statements. Each Loan Party shall maintainThe Borrower shall, and shall cause each of its Subsidiaries to maintainSubsidiary to, at all times maintain a standard and modern system of accounting, on the accrual basis of accounting established and administered in all respects in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements GAAP, and shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver furnish to the Administrative Agent Bank or its authorized representatives such information regarding the business affairs, operations and each Lender by Electronic Transmission financial condition of the Borrower and in detail reasonably satisfactory to the Administrative Agent and the Required Lendersits Subsidiaries, including, but not limited to: (a) as soon as available, but not later than 90 and in any event, within ninety (90) days after the end close of each Fiscal Yearof its fiscal years, a copy of the annual audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating financial statements of the Borrower and its Subsidiaries, including balance sheet, statement of income or operationsand retained earnings, shareholders’ equity and statement of cash flows for the fiscal year then ended and such Fiscal Yearother information (including nonfinancial information) as the Bank may request, setting forth in each case in comparative form the figures for the previous Fiscal Yearreasonable detail, prepared and accompanied certified by the report of any “Big Four” or other nationally recognized an independent certified public accounting firm reasonably accountant acceptable to the Administrative Agent which report shall contain Bank, containing an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)opinion; and (b) as soon as available, but not later than 45 and in any event, within forty five (45) days after following the end of each of the first three Fiscal Quarters of each Fiscal Yearfiscal quarter, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating financial statements of incomethe Borrower and its Subsidiaries regarding such fiscal quarter, shareholders’ equity including balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal quarter then ended and such other information (including nonfinancial information) as the Bank may request, in reasonable detail, prepared and certified as accurate by the Borrower. No change with respect to such accounting principles shall be made by the Borrower without giving prior notification to the Bank. The Borrower represents and warrants to the Bank that the financial statements delivered to the Bank at or prior to the execution and delivery of this Agreement and to be delivered at all times thereafter accurately reflect and will accurately reflect the consolidated financial condition of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings Borrower and its Subsidiaries. The Bank shall have the right at all times during business hours to inspect the books and records of the Borrower and make extracts therefrom. The Borrower agrees to advise the Bank immediately of any adverse change in the financial condition, subject to normal year-end adjustments and absence the operations or any other status of footnote disclosuresthe Borrower.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly and quarterly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersTransmission: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets sheet of Holdings and each of its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to Agent or any other independent public accounting firm (if not a “Big Four” or other nationally-recognized independent public accounting firm) acceptable to Agent in its sole discretion (it being agreed that, as of the Administrative Agent Closing Date, BDO Xxxxxxx, LLP is acceptable to Agent) which report shall contain an unqualified opinion opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit applied on a basis consistent with prior years (except for an explanatory paragraph solely with respect such year to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness year inconsistencies as may arise due to a change in GAAP permitted under Section 7.05(ghereunder), in each case, occurring within one year from the time such report is delivered); and; (b) as soon as available, but not later than 45 forty-five (45) days after the end of each of the first three Fiscal Quarters of Quarter in each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets sheet of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and (c) as soon as available, but not later than thirty (30) days after the end of each fiscal month; a copy of the unaudited consolidated balance sheet of Holdings and its Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and (d) on the 30th day following the Closing Date and each 30th day thereafter, a forecast, in a format reasonably satisfactory to the Required Lenders, of the receipts and disbursements of the Credit Parties and their respective domestic and foreign Subsidiaries for the next thirteen (13) weeks, together with a reconciliation in respect of actual receipts and disbursements in comparison to the Budget for the immediately preceding week.

Financial Statements. Each Loan Party The Borrower Parties shall maintain, for themselves, and shall cause each of its Subsidiaries the Macerich Core Entities to maintain, maintain a system of accounting established and administered in accordance with sound business practices to permit the preparation of consolidated financial statements in conformity with GAAP (provided that monthly GAAP. Each of the financial statements and reports described below shall not be required to have footnote disclosures prepared from such system and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission records and in detail form reasonably satisfactory to the Administrative Agent, and shall be provided to Administrative Agent (and the Required Lenders:Administrative Agent shall provide a copy to each requesting Lender): (a1) as As soon as availablepracticable, but not later than 90 and in any event within ninety (90) days after the end close of each Fiscal Yearfiscal year of MAC, a copy the consolidated balance sheet of the audited consolidated MAC and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at of the end of such fiscal year and the related consolidated and Consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows flow of MAC and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures consolidated or combined figures, as the case may be, for the previous Fiscal Yearfiscal year, all in reasonable detail and accompanied by the a report thereon of any “Big Four” PricewaterhouseCoopers or other nationally recognized independent certified public accounting firm accountants of recognized national standing selected by the Borrower and reasonably acceptable satisfactory to the Administrative Agent Agent, which report shall contain an be unqualified opinion stating (except for qualifications that the Required Lenders do not, in their discretion, consider material) and shall state that such consolidated financial statements fairly present fairly in all material respects the financial position of MAC and its Subsidiaries as at the date indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely as otherwise stated therein) and that the examination by such accountants in connection with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), such consolidated financial statements has been made in each case, occurring within one year from the time such report is delivered); andaccordance with generally accepted auditing standards; (b2) as As soon as availablepracticable, but not later than 45 and in any event within fifty (50) days after the end close of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of MAC, a copy of the unaudited consolidated for MAC and Consolidating balance sheets of Holdings and each of its Subsidiaries, unaudited balance sheets as at the close of each such period and the related consolidated and Consolidating combined statements of income, shareholders’ equity income and cash flows as flow of MAC and its Subsidiaries for such quarter and the portion of the fiscal year ended at the end of such Fiscal Quarter and quarter, setting forth in each case in comparative form the consolidated or combined figures, as the case may be, for the portion corresponding periods of the Fiscal Year then endedprior fiscal year, each all in reasonable detail and in conformity with GAAP (except as otherwise stated therein), together with a representation by a Responsible Financial Officer, as of which shall fairly presentthe date of such financial statements, in all material respects, that such financial statements have been prepared in accordance with GAAPGAAP (provided, however, that such financial statements may not include all of the information and footnotes required by GAAP for complete financial information) and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position information contained therein; (3) Together with each delivery of any quarterly or annual report pursuant to paragraphs (1) through (2) of this Section 7.1, MAC shall deliver a Compliance Certificate signed by MAC’s Responsible Financial Officer representing and certifying (1) that the results Responsible Financial Officer signatory thereto has reviewed the terms of operations the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of Holdings the transactions and consolidated financial condition of MAC and its Subsidiaries, subject during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at the date of such Compliance Certificate, of any condition or event which constitutes an Event of Default or Potential Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower, MAC or their Subsidiaries have taken, are taking and propose to normal yeartake with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Article 8, (3) a schedule of Total Liabilities in respect of borrowed money in the level of detail disclosed in MAC’s Form 10-end adjustments Q filings with the Securities and absence Exchange Commission, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, and (4) a schedule of footnote disclosuresEBITDA. (4) To the extent not otherwise delivered pursuant to this Section 7.1, copies of all financial statements and financial information delivered by the Borrower and MAC (or, upon Administrative Agent’s request, any Subsidiaries of such Persons) from time to time to the holders of any Indebtedness for borrowed money of such Persons; and (5) Copies of all proxy statements, financial statements, and reports which the Borrower or MAC send to their respective stockholders or limited partners, and copies of all regular, periodic and special reports, and all registration statements under the Act which the Borrower or MAC file with the Securities and Exchange Commission or any Governmental Authority which may be substituted therefore, or with any national securities exchange; provided, however, that there shall not be required to be delivered hereunder such copies for any Lender of prospectuses relating to future series of offerings under registration statements filed under Rule 415 under the Act or other items which such Lender has indicated in writing to the Borrower or MAC from time to time need not be delivered to such Lender. (6) Notwithstanding the foregoing, it is understood and agreed that to the extent MAC files documents with the Securities and Exchange Commission and such documents contain the same information as required by subsections (1), (2), (3) (only with respect to subclause (3)), (4) and (5) above, the Borrower may deliver copies, which copies may be delivered electronically, of such forms with respect to the relevant time periods in lieu of the deliveries specified in such clauses.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries Borrower will furnish to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersLender: (a) as soon as availableavailable to Borrower, but not later than 90 in any event within 15 days after the end close of each Fiscal Yearmonth, a full and complete signed copy of financial statements, which shall include a balance sheet of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries Borrower, as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Yearmonth, and accompanied statement of profit and loss of the Borrower reflecting the results of its operations during such month and shall be prepared by the report of any “Big Four” or other nationally recognized independent Borrower and certified public by Borrower's chief financial officer as to correctness in accordance with generally accepted accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be principles, consistently applied, subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andyear-end adjustments; (b) as soon as availableavailable to Borrower, but not later than 45 in any event within 30 days after the end close of each quarterly period of its fiscal year, a full and complete signed copy of financial statements, prepared by certified public accountants acceptable to Lender, which shall include a balance sheet of the first three Fiscal Quarters of each Fiscal YearBorrower, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of at the end of such Fiscal Quarter quarter, and for the portion statement of profit and loss of the Fiscal Year then endedBorrower reflecting the results of its operations during such quarter, each bearing the opinion of which shall fairly present, in all material respects, such certified public accountants and prepared on a compiled basis in accordance with GAAPgenerally accepted accounting principles, consistently applied, subject to year-end adjustments; (c) as soon as available to Borrower, but in any event within 90 days after the close of each fiscal year, a full and complete signed copy of financial position statements, prepared by certified public accountants acceptable to Lender, which shall include a balance sheet of the Borrower, as at the end of such year, and statement of profit and loss of the Borrower reflecting the results of its operations during such year, bearing the opinion of Holdings such certified public accountants and its Subsidiariesprepared on an audited basis in accordance with generally accepted accounting principles, subject consistently applied together with any so-called management letter; (d) on or before May 1 of each year or such other date approved by the Lender, Borrower's filed federal and state tax returns for the prior year; (e) from time to normal year-end adjustments time, such financial data and absence information about Borrower as Lender may reasonably request; and (f) any financial data and information about any guarantors of footnote disclosuresthe Obligations as Lender may reasonably request.

Financial Statements. Each Loan Party shall maintain(a) As of the date hereof, Seller has provided annual unaudited balance sheets and shall cause each income statements of its Subsidiaries to maintainthe Company and any subsidiaries from inception as of and through December 31, a system of accounting established and administered in accordance with sound business practices to permit 2018 (the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments“Unaudited Financial Statements”). The Parent Borrower shall deliver to Unaudited Financial Statements are based on the Administrative Agent books and each Lender by Electronic Transmission records of Seller, are accurate in all material respects and in detail reasonably satisfactory to fairly present the Administrative Agent financial condition of Seller as of the respective dates they were prepared and the Required Lenders:results of the operations of Seller for the periods indicated. (ab) as soon as availableSeller, but not later than 90 days after shall provide to Buyer the end of each Fiscal Year, a copy of the annual audited consolidated and unaudited Consolidating balance sheets of Holdings the Company and each any subsidiaries from inception as of its Subsidiaries as at the end of such year and through December 31, 2018 and the related consolidated and Consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows of the Company and any subsidiaries for the fiscal years then ended (collectively, the “Annual Financial Statements”). The Company and any subsidiaries shall make the Annual Financial Statements available to the Buyer not less than fourteen (14) Business Days prior to the Closing Date. (c) Seller shall provide to Buyer quarterly, reviewed financial statements of the Company and any subsidiaries for each fiscal quarter and year-to-date through the most recent fiscal quarter-end that occurs prior to Closing for the period beginning on January 1, 2019 and ending on the date of such Fiscal Yearfinancial statements. Such financial statements are collectively referred to herein as the “Interim Financial Statements”, setting and together with the Annual Financial Statements and the Required Audited Financial Statements, the “Financial Statements.” Seller shall also provide to Buyer monthly unaudited balance sheets of the Company and any subsidiaries as of the final day of each month between the Balance Sheet Date and the date hereof, and for each such balance sheet, the related statements of income and stockholders’ equity of the Company and any subsidiaries for the period beginning on January 1, 2019 and ending on the date of each such unaudited balance sheet. The Company and any subsidiaries shall make the quarterly, reviewed financial statements and the monthly unaudited balance sheets available to the Buyer not less than fourteen (14) Business Days prior to the Closing Date. (d) The Financial Statements are based on the books and records of Seller, are accurate in all material respects and fairly present the financial condition of Seller as of the respective dates they were prepared and the results of the operations of Seller for the periods indicated. The balance sheet of Seller as of December 31, 2018 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of Seller as of March 31, 2019 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” (e) The Financial Statements shall be prepared in accordance with GAAP from the books and records of the Company, and such books and records will have been maintained on a basis consistent with GAAP. Each balance sheet included in the Financial Statements (including the related notes and schedules) shall fairly present the financial position of the Company as of the date of such balance sheet, and each statement of income and cash flows included in the Financial Statements (including the related notes and schedules) shall fairly present the results of operations and changes in cash flows of the Company for the periods set forth therein, in each case in comparative form accordance with GAAP. Since the figures for Balance Sheet Date, there shall have been no change in any accounting (or tax accounting) policy, practice or procedure of the previous Fiscal Year, Company. The Company maintains accurate books and accompanied by records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls sufficient to provide reasonable assurances regarding the report reliability of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to financial reporting and the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated preparation of annual financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, external purposes in accordance with GAAP. (f) Seller has maintained financial information and records of Seller, reflecting Seller’s financial operations, assets, and liabilities such that financial statements of Seller for the financial position and time periods required by Regulation S-X promulgated under the results Securities Act of operations of Holdings and its Subsidiaries1933, subject as amended, can be audited by an accounting firm qualified by the Public Company Accounting Oversight Board prior to normal year-end adjustments and absence of footnote disclosuresthe Closing (the “Required Audited Financial Statements”).

Financial Statements. Each A management prepared balance sheet of the Loan Party shall maintainParties on a Consolidated and Consolidating basis and on a Consolidating and combining basis and unaudited statements of income and stockholders’ (or members’) equity and cash flow of the Loan Parties on a Consolidated and Consolidating basis and Consolidating and combining basis reflecting results of operations from the beginning of the Fiscal Year to the end of such quarter and for such quarter, and shall cause each of its Subsidiaries to maintain, prepared on a system of accounting established and administered basis consistent with prior practices but in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures except for the absence of footnotes and are subject to normal customary year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent ) and each Lender by Electronic Transmission complete and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than 90 days after the end of each Fiscal Year, a copy of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, correct in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments (together with comparative reports for the corresponding period(s) in the prior Fiscal Year and absence for the projected reports for the current Fiscal Year required under Section 9.10L The reports shall be accompanied by a certificate of footnote disclosures.a Designated Officer of Borrowing Representative, in form and substance satisfactory to the Lender, which shall state that, based on an examination sufficient to permit the Borrowing Representative to make an infonued statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by the Loan Parties with respect to such event, and such certificate shall have appended thereto calculations which set forth the Loan Parties’ compliance with the Financial Covenants (each, a ''Compliance Certificate’ ') and (b) Borrowing Base Certificate. Deliver to Lender a certificate of a Designated Officer of Borrowing Representative in such form as may be required or approved by Lender fi-om time to time (a "Borrowing Base Certificate”) which shall state Loan Party’s Borrowing Base as of the date thereof (including a calculation of such Borrowing Base). A Borrowing Base Certificate shall be delivered monthly, by the twentieth day of each calendar month, as of the last Business Day of the preceding calendar month, and on the date of each requested Advance, and shall be supplemented by a monthly reconciliation of the monthly Borrowing Base Certificate delivered closest to (but within) each Fiscal Month, including accounts receivable and accounts payable agings and (a) the inventory reports for such Fiscal Month delivered pursuant to Section 9.2. (b) the financial statements of Loan Parties for the most recent Fiscal Month delivered pursuant to Section 9.8 and (c) Loan Parties’ general ledger, with each such reconciliation to be delivered coincident with the delivery of such financial statements pursuant to Section 9.8. and to be in fonu satisfactory to Lender, which shall include a -57-

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and concurrently therewith to each Lender (in accordance with Section 10.02, which shall be deemed received by Electronic Transmission and in detail reasonably satisfactory to each Lender when received by the Administrative Agent and the Required Lenders:Agent): (a) (i) as soon as available, but not later than available and in any event within 90 days (or within the filing period required by the SEC for annual reporting) after the end of each Fiscal Year, a copy audited consolidated financial statements of the audited Borrower and its consolidated Subsidiaries, prepared in accordance with GAAP, in each case setting forth, in comparative form, the corresponding figures for the preceding Fiscal Year and unaudited Consolidating accompanied by an opinion, without Impermissible Qualification, by independent certified public accountants of recognized national standing and reputation selected by the Borrower or otherwise reasonably acceptable to the Administrative Agent (the "Independent Accountants"), consisting of a balance sheets of Holdings and each of its Subsidiaries sheet as at the end of such year Fiscal Year and the related consolidated and Consolidating statements of income or operations, shareholders’ equity and retained earnings and statements of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Yearflows, and accompanied (ii) in the event that the Borrower is no longer required by Law to file annual reports with the SEC, within thirty days after the delivery of such financial statements, a report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable from the Independent Accountants addressed to the Administrative Agent Borrower's management containing a review of the Borrower's calculations which report shall contain an unqualified opinion stating that such show compliance with each of the financial ratios and restrictions contained in Section 7.02 and affirmatively indicating that, while the audit of the consolidated financial statements present fairly in all material respects of the financial position for the periods indicated in conformity with GAAP Borrower and shall its consolidated Subsidiaries was not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope directed primarily toward obtaining knowledge of such audit (except for an explanatory paragraph solely compliance with respect to these specific financial ratios and restrictions, such accountants have not become aware of events or resulting solely from an upcoming scheduled maturity date of the Loans transactions that would render such calculations unreliable or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)misleading; and (b) as soon as available, but not later than available and in any event within 45 days (or within the filing period required by the SEC for quarterly reporting) after the end of each of Fiscal Quarter (except the first three last Fiscal Quarters Quarter of each Fiscal Year), a copy (A) consolidated financial statements of the unaudited Borrower and its consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and (B) consolidated financial information of the related Borrower and its consolidated Subsidiaries, in each case consisting of a balance sheet as at the end of such quarter and Consolidating statements of income, shareholders’ equity retained earnings, and cash flows as of the end of for such Fiscal Quarter then ended and for the portion Fiscal Year through such quarter, setting forth in comparative form the corresponding figures for the corresponding dates and periods of the preceding Fiscal Year then endedYear, each all in reasonable detail and certified (subject to year-end audit adjustments) by an authorized financial officer of which shall the Borrower to the best of such officer's knowledge and belief as fairly present, in all material respects, presenting in accordance with GAAP, GAAP (to the extent applicable) the financial position and the results of operations of Holdings the Borrower and its Subsidiariesconsolidated Subsidiaries as at the date thereof and for the period covered thereby (provided, subject that footnotes to normal year-end adjustments such financial statements will not be required) consistently applied (except as noted therein). (c) Notwithstanding the preceding provisions of this Section 6.01, if and absence so long as the Borrower shall file regular and periodic reports with the SEC pursuant to Sections 13 and 15 of footnote disclosuresthe Securities Exchange Act of 1934, delivery to the Administrative Agent of copies of its reports on Forms 10K and 10Q promptly following filing thereof with the SEC, but in any event not later than within the periods set forth in subsections 6.01(a) and (b), shall constitute full compliance with this Section 6.01.

Financial Statements. Each Loan Party shall maintainKeep, and shall cause each of its Subsidiaries to maintainkeep, a system adequate records and books of accounting established and administered account with respect to its business activities in which proper entries are made in accordance with sound business customary accounting practices reflecting all its financial transactions; and cause to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required prepared and furnished to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission Lender, the following, all to be prepared in accordance with GAAP applied on a consistent basis, unless such Borrower's certified public accountants concur in any change therein and in detail reasonably satisfactory such change is disclosed to the Administrative Agent and the Required Lendersis consistent with GAAP: (ai) as soon as available, but not later than 90 days after the end close of each Fiscal Yearfiscal year of Borrowers, unqualified (except for a copy qualification for a change in accounting principles with which the accountant concurs) audited financial statements of the audited consolidated Borrowers and unaudited Consolidating balance sheets of Holdings and each of its their Subsidiaries as at of the end of such year year, on a Consolidated and the related consolidated and Consolidating statements unaudited consolidating basis, certified by a firm of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably accountants of recognized standing selected by Borrowers but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith. (ii) not later than 30 days after the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated end of each month hereafter, including the last month of Borrowers' fiscal year, unaudited interim financial statements present of Borrowers and their Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated and unaudited consolidating basis, certified by the principal financial officer of Borrowers as prepared in accordance with GAAP but without footnotes and fairly presenting in all material respects the financial position for the periods indicated in conformity with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings Borrowers and its Subsidiaries, their Subsidiaries for such month and period subject only to normal changes from audit and year-end adjustments and absence except that such statements need not contain notes. (iii) together with each delivery of footnote disclosuresfinancial statements pursuant to clauses (i) and (ii) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Borrowers to the effect that such information fairly presents in all material respects the results of operation and financial condition of Borrowers and their Subsidiaries as at the dates and for the periods indicated; (iv) promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports which Borrowers have made available to their Securities holders and copies of any regular, periodic and special reports or registration statements which Borrowers or any of their Subsidiaries files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed with ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Borrowers' or any of their Subsidiaries' financial condition or results of operations.

Financial Statements. Each Loan Party shall maintain(a) As soon as available, and in any event within ninety (90) days after the close of Borrower’s fiscal year, Borrower shall cause furnish Lender with (i) company prepared unaudited financial statements of Borrower, setting forth the balance sheet and the statement of income and cash flow of Borrower for such year, in each of its Subsidiaries case in comparative form to maintain, a system of accounting established the figures for the previous fiscal year all in reasonable detail and administered prepared in accordance with sound business practices and consistently applied GAAP and certified as true and correct in all material respects by the manager of Borrower, all as reasonably acceptable to permit Lender in form and substance, and (ii) a current rent roll and operating statement for the preparation Premises and Community, all in reasonable detail and certified as true and correct in all material respects by the manager of financial statements Borrower, all as reasonably acceptable to Lender in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures form and are subject to normal year-end adjustments)substance. The Parent Borrower shall deliver to the Administrative Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Borrower shall furnish Lender with a copy of all tax returns (including all schedules and statements) of Borrower. Borrower shall also furnish to Lender such additional financial information as may be reasonably requested by Lender from time to time but not later no more frequently than 90 quarterly. (b) As soon as available, and in any event within ninety (90) days after the close of each calendar year, Borrower shall cause to be furnished to Lender personal financial statements and contingent debt schedules of each Guarantor in each case in comparative form to the figures for the previous year all in reasonable detail and prepared in accordance with sound and consistently applied GAAP, all as reasonably acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Borrower shall cause to be furnished to Lender copies of all tax returns (including all schedules and statements) of each Guarantor. Borrower shall also cause to be furnished to Lender such additional financial information of each Guarantor as may be reasonably requested by Lender from time to time. (c) As soon as available, and in any event within thirty (30) days after the end of each Fiscal Yearcalendar quarter, a copy of Borrower shall furnish Lender the audited consolidated and following: (i) company prepared unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating financial statements of income or operations, shareholders’ equity and cash flows for such Fiscal YearBorrower, setting forth the balance sheet and the statement of income and cash flow of Borrower for such calendar quarter, in each case in comparative form to the figures for the previous Fiscal Year, calendar quarter all in reasonable detail and accompanied by the report of any “Big Four” or other nationally recognized independent prepared in accordance with sound and consistently applied GAAP and certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion stating that such consolidated financial statements present fairly as true and correct in all material respects by the financial position for the periods indicated manager of Borrower, all as reasonably acceptable to Lender in conformity with GAAP form and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope substance; and (ii) a rent roll and delinquency report of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date all Leases of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated and Consolidating balance sheets of Holdings and each of its SubsidiariesPremises, and the related consolidated such other information as Lender may reasonably require all certified as true and Consolidating statements of income, shareholders’ equity and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, each of which shall fairly present, correct in all material respectsrespects by the manager of Borrower, all as reasonably acceptable to Lender in accordance with GAAP, the financial position form and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosuressubstance.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver Deliver to the Administrative Agent and each Lender by Electronic Transmission Lender, in form and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but not later than in any event within 90 days after the end of each Fiscal Yearfiscal year of the Principal Borrower (commencing with the fiscal year ended December 31, 2009), a copy consolidated and consolidating balance sheet of the audited consolidated and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries Consolidated Parties as at the end of such year fiscal year, and the related consolidated and Consolidating consolidating statements of income or operations, changes in shareholders’ equity and cash flows for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by the a report and opinion of any “Big Four” or other nationally recognized an independent certified public accounting firm reasonably accountant of nationally recognized standing acceptable to the Administrative Agent Required Lenders, which report and opinion shall contain an unqualified opinion stating that such consolidated financial statements present fairly be prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for an explanatory paragraph solely with respect audit, and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or resulting solely from an upcoming scheduled maturity date controller of the Loans or other series Principal Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)Principal Borrower and its Subsidiaries; and (b) as soon as available, but not later than in any event within 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of the Principal Borrower (commencing with the fiscal quarter ended June 30, 2009), a copy consolidated and consolidating balance sheet of the unaudited Consolidated Parties as at the end of such fiscal quarter, the related consolidated and Consolidating balance sheets consolidating statements of Holdings income or operations for such fiscal quarter and each for the portion of its Subsidiariesthe Principal Borrower’s fiscal year then ended, and the related consolidated and Consolidating consolidating statements of incomechanges in shareholders’ equity and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, 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, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Principal Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows as of the end of such Fiscal Quarter Principal Borrower and for the portion of the Fiscal Year then ended, each of which shall fairly present, in all material respects, its Subsidiaries in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnote disclosuresfootnotes and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Principal Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Principal Borrower and its Subsidiaries. As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrowers shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrowers to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.

Financial Statements. Each Loan Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Representative shall deliver to the Administrative Agent and (for further distribution to each Lender Lender) by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required LendersAgent: (a) as soon as available, but not later than 90 ninety (90) days after the end of each Fiscal Year, beginning with the first Fiscal Year ending after the Closing Date, a copy of the audited consolidated combined and unaudited Consolidating combining balance sheets of Holdings (i) the EINA Borrowers and their Subsidiaries and (ii) the EICA Borrowers and their Subsidiaries (including upon request, in each case, the unaudited consolidating balance sheets of its the EINA Borrowers and their Subsidiaries and the EICA Borrowers and their Subsidiaries) as at the end of such year and the related consolidated audited combined and Consolidating unaudited combining statements of income or operations, audited combined statements of shareholders’ equity and audited combined and unaudited combining statements of cash flows (including upon request, in each case, the unaudited consolidating statements of income or operations, unaudited consolidating statements shareholders’ equity and unaudited consolidated statements of cash flows of (x) the EINA Borrowers and their Subsidiaries and (y) the EICA Borrowers and their Subsidiaries) for such Fiscal YearYear and, setting forth in each case in comparative form the figures for the previous Fiscal Yearcase, and accompanied by the report of any “Big Four” or other nationally nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent which report shall contain an unqualified opinion opinion, stating that such consolidated combined financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and shall not be subject to include any “going concern” or like qualification or exception or any qualification or exception explanatory paragraph expressing substantial doubt as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered)going concern status; and (b) as soon as available, but not later than 45 thirty (30) days after the end of each of the first three Fiscal Quarters fiscal month of each Fiscal Yearyear, a copy of the unaudited consolidated combined and Consolidating combining balance sheets of Holdings (i) the EINA Borrowers and their Subsidiaries and (ii) the EICA Borrowers and their Subsidiaries (including upon request, in each case, the unaudited consolidating balance sheets of its (x) the EINA Borrowers and their Subsidiaries and (y) the EICA Borrowers and their Subsidiaries), and the related consolidated combined and Consolidating combining statements of income, shareholders’ equity income and combined statements of cash flows (including upon request, in each case, the unaudited consolidating statements of income and unaudited consolidated statements of cash flows of (1) the EINA Borrowers and their Subsidiaries and (2) the EICA Borrowers and their Subsidiaries) as of the end of such Fiscal Quarter fiscal month and for the portion of the Fiscal Year then ended, each all certified on behalf of which shall (A) the EINA Borrowers and their Subsidiaries and (B) the EICA Borrowers and their Subsidiaries by an appropriate Responsible Officer of the Borrower Representative as fairly presentpresenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings (I) the EINA Borrowers and its their Subsidiaries and (II) the EICA Borrowers and their Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower shall deliver to the Administrative Agent in form and each Lender by Electronic Transmission and in detail reasonably satisfactory to the Administrative Agent and the Required Lenders, with sufficient copies for each Lender: (a) as soon as available, but not later than 90 100 days after the end of each Fiscal Yearfiscal year, a copy of the audited consolidated balance sheet of the Borrower and unaudited Consolidating balance sheets of Holdings and each of its Subsidiaries as at the end of such year and the related consolidated and Consolidating statements of income or operations, shareholdersstockholders’ equity and cash flows for such Fiscal Yearyear, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, and accompanied by the report opinion of any “Big Four” PricewaterhouseCoopers or other nationally another nationally-recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent (“Independent Auditor”), which report opinion (i) shall contain an unqualified opinion stating state that such consolidated financial statements present fairly in all material respects the Borrower’s consolidated financial position for the periods indicated in conformity with GAAP and (ii) shall not be subject to qualified or limited because of a restricted or limited examination by the Independent Auditor of any “going concern” or like qualification or exception material portion of the Borrower’s or any qualification or exception as Subsidiary’s records (it being agreed that the requirements of this subsection 7.01(a) may be satisfied by the delivery of the applicable annual report on Form 10-K of the Borrower to the scope of such audit (except for an explanatory paragraph solely with respect Administrative Agent by email to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring extent that it is delivered within one year from the applicable time such report is deliveredperiod noted herein); and (b) as soon as available, but not later than 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year, a copy of the unaudited consolidated balance sheet of the Borrower and Consolidating balance sheets of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows Subsidiaries as of the end of such Fiscal Quarter quarter and the related unaudited consolidated statements of income, stockholders’ equity and cash flows for the portion period commencing on the first day and ending on the last day of the Fiscal Year then endedsuch quarter, each of which shall and certified by a Responsible Officer as fairly present, in all material respectspresenting, in accordance with GAAPGAAP (subject only to normal year-end audit adjustments and the absence of footnotes), the financial position and the results of operations of Holdings the Borrower and its Subsidiaries, subject Subsidiaries as of such date and for such period (it being agreed that the requirements of this subsection 7.01(b) may be satisfied by the delivery of the applicable quarterly report on Form 10-Q of the Borrower to normal year-end adjustments and absence of footnote disclosuresthe Administrative Agent by email to the extent that it is delivered within the applicable time period noted herein).

Financial Statements. Each Loan Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Parent Borrower Company shall deliver to the Administrative Agent and to each Lender by Electronic Transmission in form and in detail reasonably satisfactory to the Administrative Agent and the Required Majority Lenders: (a) as soon as available, but not later than 90 in any event within 105 days after the end of each Fiscal Yearfiscal year of the Company, a copy of the audited consolidated balance sheet and unaudited Consolidating balance sheets income statement showing the financial condition as of Holdings and each of its Subsidiaries as at the end of such fiscal year and the results of operations during such fiscal year, for the Company and its Subsidiaries on a Consolidated basis, together with the related consolidated and Consolidating statements statement of income or operations, shareholders’ stockholders' equity and statement of cash flows for as of and through the end of such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearpreceding fiscal year. Each balance sheet, income statement, statement of stockholders' equity and statement of cash flows shall be prepared in accordance with GAAP consistently applied (except for such changes therein as the accountants for the Company referred to below conclude are appropriate) and audited by Xxxxxx Xxxxxxxx LLC or other independent certified public accountants of recognized national standing acceptable to Majority Lenders and accompanied by the report an opinion of any “Big Four” or other nationally recognized independent certified public accounting firm reasonably acceptable to the Administrative Agent such accountants which report opinion shall contain an unqualified opinion stating state that such consolidated said financial statements fairly present fairly in all material respects the financial position for condition and results of operations of the periods indicated in conformity Company and its Subsidiaries on a Consolidated basis, at the end of, and for, such fiscal year with GAAP and such exceptions or qualifications as such accountants deem appropriate except that the opinion of such accountants shall not be subject to any “going concern” free of exceptions or like qualification or exception or any qualification or exception qualifications as to the scope of such audit (except for an explanatory paragraph solely with respect to or resulting solely from an upcoming scheduled maturity date of the Loans or other series of Indebtedness permitted under Section 7.05(g), in each case, occurring within one year from the time such report is delivered); andscope; (b) as soon as available, but in any event not later than 45 60 days after the end of each of the first three Fiscal Quarters quarterly accounting periods in each fiscal year of each Fiscal Yearthe Company, a copy of the unaudited consolidated balance sheet and Consolidating balance sheets income statement and a statement of Holdings and each of its Subsidiaries, and the related consolidated and Consolidating statements of income, shareholders’ equity and cash flows showing the financial condition and results of operations for the Company and its Subsidiaries on a Consolidated basis as of at the end of and for such Fiscal Quarter quarterly period and for the elapsed portion of the Fiscal Year then endedfiscal year through such date, setting forth in each case in comparative form the figures for the corresponding periods of which the preceding fiscal year. The foregoing financial statements shall fairly present, be certified by a Responsible Officer of the Company as being complete and correct in all material respects, in accordance with GAAP, respects and as presenting fairly the financial position condition and the results of operations of Holdings the Company and its SubsidiariesSubsidiaries on a Consolidated basis; and (c) concurrently with the delivery of financial statements described in Sections 6.01(a) or if delivered to the Company at any time other than in conjunction with the delivery of such financial statements, subject copies of all audit reports, management audit letters and such other reports and letters that may be delivered from time to normal year-end adjustments and absence time by Xxxxxx Xxxxxxxx LLC or other independent auditors of footnote disclosuresthe Company.