Common use of Securitization Entity Financial Statements Clause in Contracts

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the Servicer, the Back-Up Manager and the Rating Agency with respect to each Series of Notes Outstanding, the following financial statements: (i) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (commencing with the fiscal quarter ending September 27, 2015), an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such quarter and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of the fiscal year ending January 3, 2016, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3, 2016, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and (iii) within one hundred twenty (120) days after the end of each fiscal year (commencing with the fiscal year ending on or around January 3, 2016), an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager Managers on behalf of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, shall provide to the Trustee, the Servicer, the Back-Up Manager and the each Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (commencing with other than the fiscal quarter ending September 27in March 2023, 2015which shall be delivered within fifty-five (55) days after the end of such fiscal year), an unaudited combined consolidated balance sheet of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, as of the end of such fiscal quarter and unaudited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the such U.S. Securitization Entities and Canadian Securitization Entities, respectively, for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year); provided, which that solely with respect to the quarterly financial statements shall to be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of delivered for the fiscal year quarter ending January 3June 30, 20162018, an unaudited combined consolidated (x) the applicable balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of shall be prepared for the U.S. Securitization Entities other than Take 5 Properties and (y) the U.S. Manager shall deliver a separate balance sheet and unaudited consolidated statements of operations and comprehensive income, changes in members’ equity and cash flows for the fiscal quarter ended on or about January 3Driven Sister Holdings, 2016, which financial statements shall be accompanied by supplemental schedules combining LLC and consolidating each a supplementary schedule with an estimated balance sheet and statement of the Securitization Entitiesoperations for Take 5 Properties; and (iiiii) as soon as available and in any event within one hundred and twenty (120) days after the end of each fiscal year (commencing with other than the fiscal year ending on or around January 3in December 2022, 2016which shall be delivered within one hundred forty-six (146) days after the end of such fiscal year), an audited combined consolidated balance sheet of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the such U.S. Securitization Entities and Canadian Securitization Entities, respectively, for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the applicable Independent Auditors stating that such audited consolidated financial statements present fairly, in all material respects, the financial position of the such U.S. Securitization Entities as of the end of such fiscal year and Canadian Securitization Entities, respectively, and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager Managers on behalf of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, shall provide to the Trustee, the Servicer, the Back-Up Manager and the each Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (commencing with the fiscal quarter ending September 27, 2015)year, an unaudited combined consolidated balance sheet of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, as of the end of such fiscal quarter and unaudited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the such U.S. Securitization Entities and Canadian Securitization Entities, respectively, for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year); provided, which that solely with respect to the quarterly financial statements shall to be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of delivered for the fiscal year quarter ending January 3June 30, 20162018, an unaudited combined consolidated (x) the applicable balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of shall be prepared for the U.S. Securitization Entities other than Take 5 Properties and (y) the U.S. Manager shall deliver a separate balance sheet and unaudited consolidated statements of operations and comprehensive income, changes in members’ equity and cash flows for the fiscal quarter ended on or about January 3Driven Sister Holdings, 2016, which financial statements shall be accompanied by supplemental schedules combining LLC and consolidating each a supplementary schedule with an estimated balance sheet and statement of the Securitization Entitiesoperations for Take 5 Properties; and (iiiii) as soon as available and in any event within one hundred and twenty (120) days after the end of each fiscal year (commencing with the fiscal year ending on or around January 3, 2016)year, an audited combined consolidated balance sheet of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the such U.S. Securitization Entities and Canadian Securitization Entities, respectively, for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the applicable Independent Auditors stating that such audited consolidated financial statements present fairly, in all material respects, the financial position of the such U.S. Securitization Entities as of the end of such fiscal year and Canadian Securitization Entities, respectively, and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the Servicer, Control Party and the Back-Up Manager and the Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) within forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year (and, solely for fiscal year 2024, the fourth fiscal quarter of such fiscal year), commencing with the fiscal quarter ending September 27, 2015)in December 2024, an unaudited condensed combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal quarter and unaudited condensed combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of the fiscal year ending January 3, 2016, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3, 2016, which financial statements shall may be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and (iiiii) within one hundred and twenty (120) days after the end of each fiscal year (year, commencing with the fiscal year ending on or around January 3, 2016)in December 2025, an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall may be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the ServicerControl Party, the Back-Up Manager and the each Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) within forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year (year, commencing with the fiscal quarter ending September 27, 2015)in March 2020, an unaudited condensed combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal quarter and unaudited condensed combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of the fiscal year ending January 3, 2016, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3, 2016, which financial statements shall may be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and (iiiii) within one hundred and twenty (120) days after the end of each fiscal year (year, commencing with the fiscal year ending on or around January 3, 2016)in December 2020, an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall may be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the Servicer, the Back-Up Manager and the each Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) within forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year (year, commencing with the fiscal quarter ending on or about September 2730, 2015)2019, an unaudited condensed combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal quarter and unaudited condensed combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of the fiscal year ending January 3, 2016, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3, 2016, which financial statements shall may be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and (iiiii) within one hundred and twenty (120) days after the end of each fiscal year (year, commencing with the fiscal year ending on or around January 3, 2016)in December 2019, an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall may be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the Servicer, the Back-Up Manager and the Rating Agency Agencies with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (commencing with the fiscal quarter ending September 27on or around March 31, 2015), an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such quarter and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of the fiscal year ending January 3on or around December 31, 20162014, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3December 31, 20162014, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and; (iii) within one hundred and twenty (120) days after the end of each fiscal year (commencing with the fiscal year ending on or around January 3December 31, 20162015), an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the Servicer, the Back-Up Manager and the each Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (commencing with the fiscal quarter ending September 27, 2015)year, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal quarter and unaudited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after ; provided, that solely with respect to the end of quarterly financial statements to be delivered for the fiscal year quarter ending January 3June 30, 20162018, an unaudited combined consolidated (x) the applicable balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of shall be prepared for the Securitization Entities other than Take 5 Properties and (y) the Manager shall deliver a separate balance sheet and unaudited consolidated statements of operations and comprehensive income, changes in members’ equity and cash flows for the fiscal quarter ended on or about January 3Driven Sister Holdings, 2016, which financial statements shall be accompanied by supplemental schedules combining LLC and consolidating each a supplementary schedule with an estimated balance sheet and statement of the Securitization Entitiesoperations for Take 5 Properties; and (iiiii) as soon as available and in any event within one hundred and twenty (120) days after the end of each fiscal year (commencing with the fiscal year ending on or around January 3, 2016)year, an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited consolidated financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the Servicer, the Back-Up Manager and the each Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) as soon as available and in any event within forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year (year, commencing with the fiscal quarter ending on or about September 27, 2015)2020, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such quarter and fiscal quarter, unaudited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities;; and (ii) as soon as available and in any event within one hundred twenty (120) days after the end of the fiscal year ending January 3, 2016, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3, 2016, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and (iii) within one hundred twenty (120) days after the end of each fiscal year (year, commencing with the fiscal year ending on or around about January 3, 2016)2021, an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited consolidated financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the Servicer, the Control Party, the Back-Up Manager and the each Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) within forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year (year, commencing with the fiscal quarter ending September 27on or about June 30, 2015)2023, an unaudited condensed combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal quarter and unaudited condensed combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of the fiscal year ending January 3, 2016, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3, 2016, which financial statements shall may be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and (iiiii) within one hundred and twenty (120) days after the end of each fiscal year (year, commencing with the fiscal year ending on or around January 3December 31, 2016)2023, an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall may be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the ServicerControl Party, each Rating Agency (if applicable) and the Back-Up Manager and the Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) within forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year (year, commencing with the fiscal quarter ending September 27, 2015)in June 2021, an unaudited condensed combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal quarter and unaudited condensed combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of the fiscal year ending January 3, 2016, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3, 2016, which financial statements shall may be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and (iiiii) within one hundred and twenty (120) days after the end of each fiscal year (year, commencing with the fiscal year ending on or around January 3, 2016)in December 2021, an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall may be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the Servicer, the Back-Up Manager (to the extent the Back-Up Manager is not providing such report) and the each Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) (i) solely after the occurrence and during the continuance of a Warm Back-Up Management Trigger Event, as soon as available and in any event within forty-five the later of (45x) sixty (60) days after the end of each of the first three (3) fiscal quarters Quarterly Fiscal Periods of each fiscal year and (commencing with y) five (5) Business Days after YBI files (or otherwise would have been required to file under applicable Requirements of Law) a Quarterly Report on Form 10-Q for each of the first three (3) YBI Quarterly Fiscal Periods of each fiscal quarter ending September 27, 2015)year, an unaudited combined consolidated balance sheet of the Securitization Entities Issuer as of the end of such fiscal quarter and unaudited combined consolidated statements of operations and comprehensive income or operations, changes in members’ equity and cash flows of the Securitization Entities Issuer for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities;; and (ii) as soon as available and in any event within one hundred and twenty (120) days after the end of the each fiscal year ending January 3, 2016year, an unaudited combined audited consolidated balance sheet of the Securitization Entities Issuer as of the end of such fiscal year and unaudited combined audited consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3, 2016, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and (iii) within one hundred twenty (120) days after the end of each fiscal year (commencing with the fiscal year ending on or around January 3, 2016), an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities Issuer for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, year prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited consolidated financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAPGAAP and provided, for the avoidance of doubt, that in no event shall the delivery requirements set forth in this paragraph apply to the Back-Up Manager while it is acting as Successor Manager.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities Co-Issuers shall provide to the Trustee, the Servicer, the Back-Up Manager and the each Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: (i) as soon as available and in any event within forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters Quarterly Fiscal Periods of each fiscal year (year, commencing with the fiscal quarter Quarterly Fiscal Period ending September 27on or about June 30, 2015)2017, an unaudited combined consolidated balance sheet of the Securitization Entities Co-Issuers as of the end of such quarter Quarterly Fiscal Periods and unaudited combined consolidated statements of operations and comprehensive income or operations, changes in members’ equity and cash flows of the Securitization Entities Co-Issuers for such fiscal quarter Quarterly Fiscal Periods and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters Quarterly Fiscal Periods of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities;; and (ii) within one hundred twenty (120) days after the end of the fiscal year ending January 3, 2016, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year soon as available and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3, 2016, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and (iii) any event within one hundred twenty (120) days after the end of each fiscal year (year, commencing with the fiscal year ending on or around January 3, 2016)in December 2017, an audited combined consolidated balance sheet of the Securitization Entities Co-Issuers as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the Securitization Entities Co-Issuers for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited combined financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager Managers on behalf of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, shall provide to the Trustee, the Servicer, the Back-Up Manager and the each Rating Agency with respect to each Series of Notes Outstanding, Outstanding the following financial statements: : (i) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (commencing with other than the fiscal quarter ending September 27in March 2023, 2015which shall be delivered within fifty-five (55) days after the end of such fiscal year), an unaudited combined consolidated balance sheet of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, as of the end of such fiscal quarter and unaudited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the such U.S. Securitization Entities and Canadian Securitization Entities, respectively, for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year); provided, which that solely with respect to the quarterly financial statements shall to be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of delivered for the fiscal year quarter ending January 3June 30, 20162018, an unaudited combined consolidated (x) the applicable balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of shall be prepared for the U.S. Securitization Entities other than Take 5 Properties and (y) the U.S. Manager shall deliver a separate balance sheet and unaudited consolidated statements of operations and comprehensive income, changes in members’ equity and cash flows for the fiscal quarter ended on or about January 3Driven Sister Holdings, 2016, which financial statements shall be accompanied by supplemental schedules combining LLC and consolidating each a supplementary schedule with an estimated balance sheet and statement of the Securitization Entitiesoperations for Take 5 Properties; and and (iiiii) as soon as available and in any event within one hundred and twenty (120) days after the end of each fiscal year (commencing with other than the fiscal year ending on or around January 3in December 2022, 2016which shall be delivered within one hundred forty-six (146) days after the end of such fiscal year), an audited combined consolidated balance sheet of the U.S. Securitization Entities and Canadian Securitization Entities, respectively, as of the end of such fiscal year and audited combined consolidated statements of income or operationsoperations and comprehensive income, changes in members’ equity and cash flows of the such U.S. Securitization Entities and Canadian Securitization Entities, respectively, for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the applicable Independent Auditors stating that such audited consolidated financial statements present fairly, in all material respects, the financial position of the such U.S. Securitization Entities as of the end of such fiscal year and Canadian Securitization Entities, respectively, and the results of their operations and cash flows for such fiscal year in accordance with GAAP.

Securitization Entity Financial Statements. The Manager on behalf of the Securitization Entities shall provide to the Trustee, the ServicerControl Party, the Back-Up Manager and the each Rating Agency with respect to each Series of Notes Outstanding, the following financial statements: (i) within forty-five sixty (4560) days after the end of each of the first three (3) fiscal quarters of each fiscal year (commencing with the fiscal quarter ending September 27June 25, 20152022), an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such quarter and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year), which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; (ii) within one hundred twenty (120) days after the end of the fiscal year ending January 3, 2016, an unaudited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for the fiscal quarter ended on or about January 3, 2016, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities; and (iiiii) within one hundred twenty (120) days after the end of each fiscal year (commencing with the fiscal year ending on or around January 3December 31, 20162022), an audited combined consolidated balance sheet of the Securitization Entities as of the end of such fiscal year and audited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, which financial statements shall be accompanied by supplemental schedules combining and consolidating each of the Securitization Entities, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.