Common use of Monthly Financial Statements Clause in Contracts

Monthly Financial Statements. As soon as available and no later than thirty-five (35) days after the end of each calendar month, the Company shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A)(x) the unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited balance sheets of the Borrower, and (z) its unconsolidated unaudited balance sheets, in each case, as of the end of such calendar month, (B)(x) the unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of such calendar month, and (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating that such balance sheet and financial statements presents fairly the financial condition and results of operation of the Company and its consolidated Subsidiaries and has been prepared in accordance with GAAP consistently applied. Any financial statements delivered pursuant to this Section 5.9(b) may be subject to adjustment in accordance with GAAP upon delivery of the financial statements required under Section 5.9(a).

Monthly Financial Statements. As soon as available and no later than thirty-five (35) Within 20 days after the end of each calendar monthFiscal Month, commencing with the Company shall deliverfirst full month following the Closing Date, or cause to be delivered, to the Administrative Agent one (1) copy of: (A)(x) the unaudited consolidated balance sheets sheet of Holdings and its Subsidiaries as at the end of such Fiscal Month and the related consolidated statements of income and retained earnings and statement of cash flows for such Fiscal Month and for the elapsed portion of the Company and its consolidated Subsidiaries (including Fiscal Year ended with the Borrower), (y) the unaudited balance sheets last day of the Borrower, and (z) its unconsolidated unaudited balance sheetssuch Fiscal Month, in each case, setting forth comparative figures for the corresponding Fiscal Month in the prior Fiscal Year, all of which shall be certified by the chief financial officer or principal accounting officer of Holdings as fairly presenting in all material respects in accordance with GAAP the consolidated financial condition of Holdings and its Subsidiaries as of the end of such calendar month, (B)(x) the unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of such calendar month, and (C) a Borrower-prepared data tape of all Receivables dates indicated and the Contracts related theretoconsolidated results of their operations for the periods indicated, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used in the preparation of the Borrower’s business model heretofore delivered subject to the Agents normal year-end audit adjustments and the Lendersabsence of footnotes; provided, and in each case, which that such information required by this clause (c) shall only be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall to be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable delivered to the Administrative Agent stating for distribution to the private-side Lenders. In the event that such balance sheet (A) Holdings is not engaged in any business or activity, and financial statements presents fairly the financial condition and results of operation does not own any assets or have other liabilities, other than those incidental to its ownership directly or indirectly of the Company Equity Interests of the Borrower (and, without limitation on the foregoing, does not have any subsidiaries other than the Borrower and the Borrower’s Subsidiaries or (B) in connection with any reporting requirements described in clauses (a), (b) and (c) of this Section 8.01 the Borrower delivers consolidating financial information that explains, at a level of detail reasonably acceptable to the Required Lenders, the differences between the information relating to Holdings, on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on the other hand, then such consolidated Subsidiaries reporting at Holdings in a manner consistent with that described in clauses (a), (b) and has been prepared in accordance with GAAP consistently applied. Any financial statements delivered pursuant to (c) of this Section 5.9(b) may be subject to adjustment in accordance with GAAP upon delivery 8.01 for the Borrower will satisfy the requirements of the financial statements required under Section 5.9(a)such clauses.

Monthly Financial Statements. As soon as available and no available, but not later than thirty-five thirty (3530) days after the end of each calendar fiscal month, commencing with the Company shall deliverfiscal month ended February 29, 2016, (A) management prepared interim consolidated Financial Statements of the Loan Parties and their Subsidiaries as at the end of such month and for the fiscal year to date and setting forth in comparative form the figures for the corresponding period or cause to be delivered, to periods of the Administrative Agent one previous fiscal year and as set forth in the Business Plan; (1B) copy of: in the event that (A)(xx) the unaudited consolidated balance sheets gross revenues of the Company and its consolidated Subsidiaries (including of the Borrower), Borrower Agent exceed $100,000,000 per year or (y) the unaudited balance sheets aggregate amount of Investments by the Loan Parties in or to, and guarantees by the Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties exceeds $5,000,000, the management prepared interim Financial Statements of the BorrowerLoan Parties and their Subsidiaries, and (z) its unconsolidated unaudited balance sheets, in each caseon a consolidating basis, as of at the end of such calendar month, (B)(x) month and for the unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of such calendar month, and fiscal year to date; (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall be accompanied by a certificate signed certification by the president, Borrower Agent’s chief financial officer or the vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating finance that such balance sheet and financial statements presents fairly the financial condition and results of operation of the Company and its consolidated Subsidiaries and has Financial Statements have been prepared in accordance with GAAP consistently applied. Any financial statements delivered pursuant to this Section 5.9(b) may be and are fairly stated in all material respects (subject to adjustment in accordance normal year-end audit adjustments); and (D) with GAAP upon delivery respect to each fiscal month that is also the end of a fiscal quarter, a narrative discussion of the financial statements required under Section 5.9(a)condition of the Loan Parties and their Subsidiaries and results of operations and the liquidity and capital resources for the fiscal quarter then ended, prepared by the chief financial officer of the Borrower Agent; provided that, in lieu of such narrative discussion, the Borrower Agent may participate in a quarterly conference call (each such call to be at a time and date to be reasonably agreed by the Borrower Agent and the Agent) among senior management of the Borrower Agent, the Agent and the Lenders.

Monthly Financial Statements. As (i) During the period commencing on the Second Amendment Effective Date and ending on the date on which financial statements and a compliance certificate are delivered under Section 8.01(a), (b) or (d), as applicable, demonstrating that the Borrower has satisfied the financial covenants set forth in Section 9.01 (calculated without giving effect to any Equity Cure Credit Amount or Equity Cure Amount) for any fiscal period ending on or after June 30, 2016, and (ii) during any future period for which the Borrower has not satisfied the financial covenants set forth in Section 9.01 (calculated without giving effect to any Equity Cure Credit Amount or Equity Cure Amount) as of the end of the most recently ended fiscal quarter for which financial statements and a compliance certificate for the fiscal period ending on the last day of such fiscal quarter were delivered under Sections 8.01(a), (b) or (d), as applicable, in each case, as soon as available and no later than but in any event within thirty-five (35) calendar days after the end of each calendar month, the Company shall deliver, or cause to be delivered, (A) solely with respect to the Administrative Agent one (1) copy of: (A)(x) the first two calendar months of each fiscal quarter, its unaudited consolidated balance sheets sheet and related statements of the Company income or operations and its consolidated Subsidiaries (including the Borrower), (y) the unaudited balance sheets cash flows reflecting results of the Borrower, and (z) its unconsolidated unaudited balance sheets, in each case, operations as of the end of and for such calendar monthmonth 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 (or in the case of the balance sheet, as of the end) of the previous fiscal year, (B)(xB) reports setting forth the unaudited consolidated statements of income, stockholders’ equity processing volumes during such calendar month and cash flows the then elapsed portion of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrowerfiscal year, and (zC) reports setting forth in reasonable detail intercompany transactions between any Loan Party and any of its unconsolidated unaudited statements of income Affiliates, including accounts receivable and stockholders’ equity each payable as of the end of such calendar month, all in form and (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable substance satisfactory to the Administrative Agent stating that such balance sheet and financial statements presents certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and the results of operation operations of the Company Borrower and its Consolidated Subsidiaries on a consolidated Subsidiaries and has been prepared basis in accordance with GAAP consistently applied, subject to normal quarter- end or year-end adjustments, as the case may be, and the absence of footnotes. Any financial statements delivered It is understood that the materials provided to the Administrative Agent and the Lenders pursuant to this Section 5.9(b) may be subject to adjustment clause (o), in accordance with GAAP upon delivery the last sentence of this Section 8.01, will not be identified by the Borrower as “Public” information and may be treated by the Administrative Agent as being suitable only for posting on a portion of the financial statements required under Section 5.9(a)Platform not designated “Public Side Information”.

Monthly Financial Statements. As soon as available available, and no later than thirty-five in any event within twenty (3520) days after the end first day of each calendar month, the Company shall deliver, or cause to be delivered, to the Administrative Agent one (1i) copy of: (A)(x) the unaudited a consolidated balance sheets sheet and income statement of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited balance sheets of the Borrower, and (z) its unconsolidated unaudited balance sheets, in each caseConsolidated Parties, as of the end of such the immediately preceding calendar month, (B)(x) together with a related consolidated statement of cash flows, in each case setting forth in comparative form consolidated figures for the unaudited consolidated statements of income, stockholders’ equity and cash flows corresponding calendar month of the Company preceding fiscal year, (ii) a consolidating balance sheet and income statement of the Borrower and its consolidated Subsidiaries (including the Borrower)Subsidiaries, (y) the unaudited statements of income and stockholders’ equity of the Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of such the immediately preceding calendar month, together with a related consolidating statement of cash flows, in each case setting forth in comparative form consolidating figures for the corresponding calendar month of the preceding fiscal year and (Ciii) a Borrower-prepared data tape consolidated statement as of the end of the immediately preceding calendar month setting forth the occupancy rates in each hotel, resort, place of accommodation or other facility managed, owned, leased or operated by the Consolidated Parties (it being understood that the foregoing occupancy rates need not be set forth on an individual hotel or other facility basis, but may be presented in a consolidated summary format by region, operating units or other manner reasonably approved by the Agent), setting forth in comparative form consolidated figures for the corresponding calendar month of the preceding fiscal year, all Receivables such financial information described above to be in reasonable form and detail and reasonably acceptable to the Contracts related thereto, static loss, collectionsAgent, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall be accompanied by a certificate signed by of the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable Borrower to the Administrative Agent stating effect that such balance sheet and monthly financial statements presents fairly present in all material respects the financial condition and results of operation of the Company Consolidated Parties or the Borrower and its consolidated Subsidiaries Subsidiaries, as applicable, and has have been prepared in accordance with GAAP consistently applied. Any financial statements delivered pursuant to this Section 5.9(b) may be GAAP, subject to adjustment in accordance with GAAP upon delivery changes resulting from audit and normal year-end audit adjustments.” B. Section 7.1 of the financial statements required under Section 5.9(a).Credit Agreement is hereby further amended by inserting as a new clause (m) thereto the following:

Monthly Financial Statements. As soon as available and no later than thirty-five (35a) During the continuance of an Event of Default or Cash Flow Sweep Period, Borrower shall furnish within 45 days after the end of each calendar month, month (other than the Company shall deliver, calendar month immediately following the final calendar month of any Fiscal Year or cause to be delivered, to the Administrative Agent one (1) copy of: (A)(x) the unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries (including the BorrowerFiscal Quarter), in an Excel spreadsheet file in electronic format (y) which may be via an intralinks site at Borrower’s sole cost and expense), or, in the case of predominantly text documents, in Adobe pdf format, monthly and year-to-date unaudited balance sheets of financial statements prepared for the applicable month with respect to Borrower, including a balance sheet and (z) its unconsolidated unaudited balance sheets, in each case, operating statement as of the end of such calendar month, (B)(x) the unaudited consolidated together with related statements of income, stockholders’ equity setting forth in comparative form the corresponding figures for the same period for the preceding fiscal year and cash flows of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of such calendar month, and (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used for those set forth in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each caseAnnual Budget, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and statements shall be accompanied by a certificate signed by an Officer’s Certificate certifying that the presidentsame are true, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating that such balance sheet correct and financial statements presents fairly the financial condition complete and results of operation of the Company and its consolidated Subsidiaries and has been were prepared in accordance with GAAP consistently appliedapplied on a consistent basis, subject to changes resulting from normal year-end adjustments. Any Each such monthly report shall be accompanied by the following: (i) then current rent roll, occupancy and leasing status reports; and (ii) An Approved Costs Reconciliation Report for the prior calendar month, which report shall be accompanied by an Officer’s Certificate certifying that such report is true, complete and correct in all material respects; and (iii) such other information as Lender shall reasonably request and to the extent the same is in Borrower’s possession or otherwise regularly prepared by Borrower in the ordinary course. (b) If Borrower fails to provide to Lender those financial statements and other information specified in Sections 5.12, 5.13 and this Section 5.14 that are required to calculate Debt Yield (i) within five (5) Business Days after Borrower receives written notice of Borrower's failure to deliver such reports, then a Cash Flow Sweep Period with respect to a Debt Yield test failure shall be deemed to have commenced for all purposes hereunder and shall continue until such failure is remedied and the financial statements delivered pursuant to this Section 5.9(bLender evidence that no Cash Flow Sweep Period due to a Debt Yield test failure is in effect or (ii) may be subject within ten (10) Business Days after Borrower receives written notice of Borrower's failure to adjustment in accordance with GAAP upon delivery timely deliver such reports, then such failure shall, at Lender’s election, constitute an Event of the financial statements required under Section 5.9(a)Default.

Monthly Financial Statements. As soon as available and in any event no later than thirty-five twenty (3520) days after the end of each calendar monthmonth occurring during the period beginning on the Third Amendment Effective Date through and including December 31, the Company shall deliver2023, or cause to be delivered, to the Administrative Agent one (1) a copy of: (A)(x) the unaudited consolidated balance sheets of the Company Consolidated balance sheet of the Parent and its consolidated Subsidiaries (including the Borrower), (y) the unaudited balance sheets of the Borrower, and (z) its unconsolidated unaudited balance sheets, in each case, as of the end of such calendar month, (B)(x) the unaudited consolidated statements of income, stockholders’ equity period and cash flows of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited related Consolidated statements of income and stockholders’ equity retained earnings and of cash flows for the Parent and its Subsidiaries for such monthly period and for the portion of the Borrowerfiscal year ending with such period, in each case setting forth in comparative form Consolidated figures for the corresponding period or periods of the preceding fiscal year and including management discussion and analysis of operating results inclusive of operating metrics in comparative form, together with a copy of the detailed operating budget or plan including cash flow projections of the Parent and its Subsidiaries for the next thirteen (13) week period prepared on a monthly basis, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as including a summary of the end of such calendar month, and (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used material assumptions made in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which such thirteen (13) week budget or plan; all such financial statements shall be complete and correct in all material respects and be prepared in reasonable detail and, in the case of the annual, quarterly and presented monthly financial statements, provided in accordance withwith subsections (a), (b) and provide all necessary disclosure (other than footnote disclosured) required byabove, GAAP and shall be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating that such balance sheet and financial statements presents fairly the financial condition and results of operation of the Company and its consolidated Subsidiaries and has been prepared in accordance with GAAP (subject, in the case of interim statements, to normal recurring year‑end audit adjustments and the absence of footnotes) applied consistently applied. Any throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change, if any, in GAAP as provided in Section 1.3(b). Notwithstanding the foregoing, financial statements and reports required to be delivered pursuant to the foregoing provisions of this Section 5.9(b) may be subject delivered electronically and if so, shall be deemed to adjustment in accordance with GAAP have been delivered on the date on which the Administrative Agent receives such reports from the Borrower through electronic mail; provided that, upon delivery the Administrative Agent’s request, the Borrower shall provide paper copies of any documents required hereby to the financial statements required under Section 5.9(a)Administrative Agent.

Monthly Financial Statements. As soon as Promptly when available and no in any event not later than thirty-five forty (3540) days after the end of each calendar month, the Company Borrowers shall deliverfurnish to Bank monthly statements, or cause to be deliveredon a consolidated and consolidating basis, to the Administrative Agent one (1) copy of: (A)(x) the unaudited consolidated balance sheets of the Company showing each Borrower's and its consolidated Subsidiaries (including the Borrower), (y) the unaudited balance sheets of the Borrower, and (z) its unconsolidated unaudited balance sheets, in each case, as of the end of such calendar month, (B)(x) the unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of such calendar month, and (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating that such balance sheet and financial statements presents fairly the Guarantor Subsidiary's financial condition and the results of operation of each Borrower's and Guarantor Subsidiary' 5 operations for the Company and its consolidated Subsidiaries and has been periods covered by such statements in such detail as Bank may from time to time require, prepared in accordance with GAAP generally accepted accounting principles consistently applied. Any financial statements delivered pursuant to this Section 5.9(b) may be applied (subject to adjustment in accordance with GAAP upon delivery normal year-end adjustments and excluding footnotes) and containing all disclosures (other than footnotes) required to fully and accurately present the financial position and results of operations of each Borrower, each Guarantor Subsidiary and each of their respective divisions and to make such statements not misleading under the circumstances. Said statements shall include: (i) a comparison prepared by Borrowers of the consolidated projected financial statements required under position and results of operations of each of the Manufactured Product Segment and the Consumer Goods Segment of the Borrowers' and the Guarantor Subsidiaries' businesses provided for in Section 5.9(a)8.6 hereof with the consolidated actual financial position and results of operations of each of the Manufactured Product Segment and the Consumer Goods Segment of the Borrowers' and the Guarantor Subsidiaries' businesses and an explanation of any variations between them; and (ii) a comparison between consolidated actual calculated results and consolidated covenanted results for each of the Financial Covenants contained in Exhibit M attached hereto and incorporated herein by reference.

Monthly Financial Statements. As soon as available and no later than thirty-five Borrower shall furnish to Mezzanine Lender within fifteen (3515) days after the end of each calendar month: (i) any and all financial statements, rent rolls or other material information received from the Underlying Obligors related to each Collateral Asset Loan and Mortgaged Property (provided that if Borrower is unable, after diligent efforts, to obtain such information on a monthly basis, Borrower shall provide such information on a quarterly basis); (ii) a remittance report containing servicing information, including without limitation the amount of each periodic payment due, the Company shall deliveramount of each periodic payment received, the date of receipt, the date due and whether there has been any material adverse change to the Mortgaged Property, on a loan by loan basis and in the aggregate, with respect to the Collateral Assets serviced by any servicer (such remittance report, a “Servicing Tape”), or cause to be delivered, to the Administrative Agent one extent any servicer does not provide a Servicing Tape, a remittance report containing the servicing information that would otherwise be set forth in a Servicing Tape; (1iii) copy of: a listing of all Collateral Assets reflecting the payment status of each Collateral Asset and any material changes in the financial or other condition of each Collateral Asset; (A)(xiv) with respect to any Collateral Asset that is a CMBS, B-Note or Junior Interest (as defined in Schedule VI to the Senior Loan Documents) the unaudited consolidated balance sheets related securitization report; (v) a list of any existing defaults under the Company and its consolidated Subsidiaries Collateral Asset Loans; (including vi) trustee remittance reports; (vii) all asset summary reports prepared by Guarantor with respect to any Collateral Asset(s); (viii) account activity statements for the Borrower), Collection Account; (yix) the unaudited balance sheets of the all other information as Mezzanine Lender may reasonably request with respect to Borrower, AssetCo, any Senior Borrower, any Collateral Asset, any Mortgaged Property or any Underlying Obligor; and (z) its unconsolidated unaudited balance sheets, in each case, as of the end of such calendar month, (B)(x) the unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of such calendar month, and (Cx) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used certificate in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure form attached hereto as Schedule 5.11 (other than footnote disclosure) required by, GAAP and shall be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating that such balance sheet and financial statements presents fairly the financial condition and results of operation of the Company and its consolidated Subsidiaries and has been prepared in accordance with GAAP consistently applied. Any financial statements delivered pursuant to this Section 5.9(b) may be subject to adjustment in accordance with GAAP upon delivery of the financial statements required under Section 5.9(a“Covenant Compliance Certificate”).

Monthly Financial Statements. As soon as available and no later than thirty-five (35) available, but in any event within thirty days after the end of each calendar monthmonth of fiscal year 2003 of the Parent, the Company shall deliver, or cause to be delivered, to the Administrative Agent one (1A) copy of: (A)(x) the unaudited a consolidated balance sheets sheet of the Company Parent and its consolidated Subsidiaries (including the Borrower), (y) the unaudited balance sheets of the Borrower, and (z) its unconsolidated unaudited balance sheets, in each case, as of the end of such calendar month, (B)(x) the unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of at the end of such calendar month, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such calendar month, (B) a balance sheet for the Medical/Surgical Business of the Parent and its Subsidiaries as at the end of such calendar month, and the related statements of income or operations and shareholders' equity for the Medical/Surgical Business for such calendar month, (C) a Borrower-prepared data tape of all Receivables consolidated balance sheet for Lovelace and the Contracts related thereto, static loss, collectionsSandia Parties as at the end of such calend▇▇ ▇▇▇▇▇, and delinquency reportsthe related consolidated statements of income or operations and shareholders' equity for Lovelace and the Sandia Parties for such calendar month and (▇) ▇ ▇▇lance sheet for the Behavioral Business as at the end of such calendar month, new business originatedand the related statements of income or operations and shareholders' equity for the Behavioral Business for such calendar month, cash collections, loss reserve analysis and other reports used setting forth in each case in comparative form the preparation figures for the corresponding calendar month of the Borrower’s business model heretofore delivered to the Agents previous fiscal year, all in reasonable detail and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall be accompanied certified by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller Responsible Officer of the Company or another officer Parent as fairly presenting in all material respects the financial condition, results of operations, shareholders' equity and cash flows of the Company acceptable to the Administrative Agent stating that such balance sheet and financial statements presents fairly the financial condition and results of operation of the Company Parent and its consolidated Subsidiaries and has been prepared in accordance with GAAP consistently appliedGAAP, subject only to normal year-end audit adjustments and the absence of footnotes. Any financial statements delivered As to any information contained in materials furnished pursuant to this Section 5.9(b7.02(d), the Loan Parties shall not be separately required to furnish such information under clause (a) may or (b) above, but the foregoing shall not be subject to adjustment in accordance with GAAP upon delivery derogation of the financial statements required under Section 5.9(a)obligation of the Loan Parties to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.

Monthly Financial Statements. As (i) During the period commencing on the Second Amendment Effective Date and ending on the date on which financial statements and a compliance certificate are delivered under Section 8.01(a), (b) or (d), as applicable, demonstrating that the Borrower has satisfied the financial covenants set forth in Section 9.01 (calculated without giving effect to any Equity Cure Credit Amount or Equity Cure Amount) for any fiscal period ending on or after June 30, 2016, and (ii) during any future period for which the Borrower has not satisfied the financial covenants set forth in Section 9.01 (calculated without giving effect to any Equity Cure Credit Amount or Equity Cure Amount) as of the end of the most recently ended fiscal quarter for which financial statements and a compliance certificate for the fiscal period ending on the last day of such fiscal quarter were delivered under Sections 8.01(a), (b) or (d), as applicable, in each case, as soon as available and no later than but in any event within thirty-five (35) calendar days after the end of each calendar month, the Company shall deliver, or cause to be delivered, (A) solely with respect to the Administrative Agent one (1) copy of: (A)(x) the first two calendar months of each fiscal quarter, its unaudited consolidated balance sheets sheet and related statements of the Company income or operations and its consolidated Subsidiaries (including the Borrower), (y) the unaudited balance sheets cash flows reflecting results of the Borrower, and (z) its unconsolidated unaudited balance sheets, in each case, operations as of the end of and for such calendar monthmonth 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 (or in the case of the balance sheet, as of the end) of the previous fiscal year, (B)(xB) reports setting forth the unaudited consolidated statements of income, stockholders’ equity processing volumes during such calendar month and cash flows the then elapsed portion of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrowerfiscal year, and (zC) reports setting forth in reasonable detail intercompany transactions between any Loan Party and any of its unconsolidated unaudited statements of income Affiliates, including accounts receivable and stockholders’ equity each payable as of the end of such calendar month, all in form and (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable substance satisfactory to the Administrative Agent stating that such balance sheet and financial statements presents certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and the results of operation operations of the Company Borrower and its Consolidated Subsidiaries on a consolidated Subsidiaries and has been prepared basis in accordance with GAAP consistently applied, subject to normal quarter-end or year-end adjustments, as the case may be, and the absence of footnotes. Any financial statements delivered It is understood that the materials provided to the Administrative Agent and the Lenders pursuant to this Section 5.9(b) may be subject to adjustment clause (o), in accordance with GAAP upon delivery the last sentence of this Section 8.01, will not be identified by the Borrower as “Public” information and may be treated by the Administrative Agent as being suitable only for posting on a portion of the financial statements required under Section 5.9(a)Platform not designated “Public Side Information”.

Monthly Financial Statements. As soon as available available, and no later than thirty-five (35) in any event within 30 days after the end of each calendar month, month (other than the Company shall deliver, or cause to be delivered, to month of January and the Administrative Agent one (1) copy of: (A)(x) the unaudited consolidated balance sheets last calendar month of the Company and its consolidated Subsidiaries (including the Borrowera Fiscal Quarter), (yi) Presidents Borrower shall furnish to Lender, in hard copy and electronic format, monthly and year-to-date unaudited financial statements prepared for the unaudited balance sheets of the applicable month with respect to Presidents Borrower, including a balance sheet and (z) its unconsolidated unaudited balance sheets, in each case, operating statement as of the end of such calendar month, (B)(x) the unaudited consolidated together with related statements of income, stockholdersequityholders’ equity capital and cash flows for such month and for the portion of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of Fiscal Year ending with such calendar month, and (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and statements shall be accompanied by a certificate signed by an Officer’s Certificate certifying that the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating that such balance sheet same are true and financial statements presents fairly the financial condition correct in all material respects and results of operation of the Company and its consolidated Subsidiaries and has been were prepared in accordance with GAAP consistently applied. Any financial statements delivered pursuant to this Section 5.9(b) may be applied on a consistent basis, subject to adjustment changes resulting from audit and normal year-end audit adjustments, and (ii) RKB Borrower shall furnish to Lender, in hard copy or electronic format, statements of income and cash flows with respect to the RKB Borrower for such month and for the portion of the Fiscal Year ending with such month, which statements shall be accompanied by an Officer’s Certificate certifying that the same are true and correct in all material respects and were prepared in accordance with GAAP upon delivery applied on a consistent basis, subject to changes resulting from audit and normal year-end audit adjustments. Each such monthly report shall be accompanied by the following: (i) in the case of the financial statements required under Section 5.9(a)Presidents Borrower, a summary of Leases signed during such month, which summary shall include the Tenant’s name, lease term, base rent, escalations, Tenant Improvements, leasing commissions paid, free rent and other concessions; (ii) in the case of the Presidents Borrower, then current rent roll and occupancy reports; and (iii) such other information as Lender shall reasonably request.

Monthly Financial Statements. As soon as available and no later than thirty-five (35) days after the end of each calendar month, the Company shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A)(x) the unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries (including the BorrowerBorrowerBorrowers ), (y) the unaudited balance sheets of the theeach Borrower, and (z) its unconsolidated unaudited balance sheets, in each case, as of the end of such calendar month, (B)(x) the unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (including the BorrowerBorrowerBorrowers ), (y) the unaudited statements of income and stockholders’ equity of the theeach Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of such calendar month, and (C) a Borrower-prepared data tape of all Receivables of such Borrower and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used in the preparation of the theeach Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating that such balance sheet and financial statements presents fairly the financial condition and results of operation of the Company and its consolidated Subsidiaries and has been prepared in accordance with GAAP consistently applied. Any financial statements delivered pursuant to this Section 5.9(b) may be subject to adjustment in accordance with GAAP upon delivery of the financial statements required under Section 5.9(a).

Monthly Financial Statements. As soon as available and in any event no later than thirty-five twenty (3520) days after the end of each calendar monthmonth occurring during the period beginning on the Third Amendment Effective Date through and including December 31, the Company shall deliver2023, or cause to be delivered, to the Administrative Agent one (1) a copy of: (A)(x) the unaudited consolidated balance sheets of the Company Consolidated balance sheet of the Parent and its consolidated Subsidiaries (including the Borrower), (y) the unaudited balance sheets of the Borrower, and (z) its unconsolidated unaudited balance sheets, in each case, as of the end of such calendar month, (B)(x) the unaudited consolidated statements of income, stockholders’ equity period and cash flows of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited related Consolidated statements of income and stockholders’ equity retained earnings and of cash flows for the Parent and its Subsidiaries for such monthly period and for the portion of the Borrowerfiscal year ending with such period, in each case setting forth in comparative form Consolidated figures for the corresponding period or periods of the preceding fiscal year and including management discussion and analysis of operating results inclusive of operating metrics in comparative form, together with a copy of the detailed operating budget or plan including cash flow projections of the Parent and its Subsidiaries for the next thirteen (13) week period prepared on a monthly basis, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as including a summary of the end of such calendar month, and (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used material assumptions made in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which such thirteen (13) week budget or plan; all such financial statements shall be complete and correct in all material respects and be prepared in reasonable detail and, in the case of the annual and, quarterly and presented monthly financial statements, provided in accordance withwith subsections (a) and, (b) and provide all necessary disclosure (other than footnote disclosured) required byabove, GAAP and shall be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating that such balance sheet and financial statements presents fairly the financial condition and results of operation of the Company and its consolidated Subsidiaries and has been prepared in accordance with GAAP (subject, in the case of interim statements, to normal recurring year‑end audit adjustments and the absence of footnotes) applied consistently applied. Any throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change, if any, in GAAP as provided in Section 1.3(b). Notwithstanding the foregoing, financial statements and reports required to be delivered pursuant to the foregoing provisions of this Section 5.9(b) may be subject delivered electronically and if so, shall be deemed to adjustment in accordance with GAAP have been delivered on the date on which the Administrative Agent receives such reports from the Borrower through electronic mail; provided that, upon delivery the Administrative Agent’s request, the Borrower shall provide paper copies of any documents required hereby to the financial statements required under Section 5.9(a)Administrative Agent.

Monthly Financial Statements. As soon as available practicable and no later than thirty-five in any event within thirty (3530) days after the end of each calendar monthmonth (other than the last month of a Fiscal Year), the Company shall deliver, or cause to be delivered, to the Administrative Agent one (1) copy of: (A)(x) the an unaudited consolidated Consolidated and consolidating balance sheets sheet of the Company Borrower and its consolidated Subsidiaries (including the Borrower), (yRestricted Subsidiaries and the Unrestricted Subsidiary) the unaudited balance sheets as of the Borrowerclose of such month and unaudited Consolidated and consolidating statements of income, retained earnings and (z) its unconsolidated unaudited balance sheets, cash flows for the month then ended and that portion of the Fiscal Year then ended all in each case, reasonable detail setting forth in comparative form the corresponding figures as of the end of such calendar month, (B)(x) and for the unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited statements of income and stockholders’ equity of the Borrower, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of such calendar month, and (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used corresponding period in the preparation of the Borrower’s business model heretofore delivered to the Agents preceding Fiscal Year and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating that such balance sheet and financial statements presents fairly the financial condition and results of operation of the Company and its consolidated Subsidiaries and has been prepared Borrower in accordance with GAAP consistently appliedand, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of the Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated and consolidating basis as of their respective dates and the results of operations of the Borrower and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments. Any The financial statements delivered pursuant to this Section 5.9(b8.1(a) may shall be subject accompanied by (i) an updated Schedule 1A to adjustment in accordance with GAAP upon delivery the certificate of the financial statements required under Borrower provided pursuant to Section 5.9(a6.2(e)(ii), showing monthly EBITDA adjustments of the Borrower and its Restricted Subsidiaries for the last twelve months then ended, in form and substance satisfactory to the Administrative Agent, and (ii) a schedule providing, in form and substance satisfactory to the Administrative Agent, a consolidating break-out of the Borrower and the Restricted Subsidiaries taken as a whole, on the one hand, and the Unrestricted Subsidiary, on the other hand.

Monthly Financial Statements. As soon as available available, and no later than thirty-five in any event within twenty (3520) days after the end first day of each calendar month, the Company shall deliver, or cause to be delivered, to the Administrative Agent one (1i) copy of: (A)(x) the unaudited consolidated a consolidating balance sheets sheet and income statement of the Company and its consolidated Subsidiaries (including the Borrower), (y) the unaudited balance sheets of the Borrower, and (z) its unconsolidated unaudited balance sheets, in each caseSubsidiaries, as of the end of such the immediately preceding calendar month, together with a related consolidating statement of cash flows, in each case setting forth in comparative form consolidating figures for the corresponding calendar month of the preceding fiscal year and (B)(xii) a consolidated statement as of the unaudited end of the immediately preceding calendar month setting forth the occupancy rates in each hotel, resort, place of accommodation or other facility managed, owned, leased or operated by the Company and its Subsidiaries (it being understood that the foregoing occupancy rates need not be set forth on an individual hotel or other facility basis, but may be presented in a consolidated summary format by region, operating units or other manner reasonably approved by the Required Holders), setting forth in comparative form consolidated figures for the corresponding calendar month of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Required Holders, and accompanied by (A) a certificate of the chief financial officer of the Company to the effect that such monthly financial statements of income, stockholders’ equity and cash flows fairly present in all material respects the financial condition of the Company and its consolidated Subsidiaries (including the Borrower)Subsidiaries, (y) the unaudited statements of income and stockholders’ equity of the Borroweras applicable, and (z) its unconsolidated unaudited statements of income and stockholders’ equity each as of the end of such calendar month, and (C) a Borrower-prepared data tape of all Receivables and the Contracts related thereto, static loss, collections, and delinquency reports, new business originated, cash collections, loss reserve analysis and other reports used in the preparation of the Borrower’s business model heretofore delivered to the Agents and the Lenders, and in each case, which shall be prepared and presented in accordance with, and provide all necessary disclosure (other than footnote disclosure) required by, GAAP and shall be accompanied by a certificate signed by the president, financial vice president, treasurer, chief financial officer, chief investment officer or controller of the Company or another officer of the Company acceptable to the Administrative Agent stating that such balance sheet and financial statements presents fairly the financial condition and results of operation of the Company and its consolidated Subsidiaries and has have been prepared in accordance with GAAP consistently applied. Any financial statements delivered pursuant to this Section 5.9(b) may be GAAP, subject to adjustment in accordance with GAAP upon delivery changes resulting from audit and normal year-end audit adjustments, and (B) a certificate of the financial statements required Company whereby the Company represents and warrants to the Noteholders that as of the date of such certificate, based on the Company’s then-current good faith projections, the Company will have sufficient funds available (whether under Section 5.9(a)the Company’s revolving credit facility or otherwise) to make the next coming interest payments due under the Notes, such availability to be not less than 125% of the aggregate amount of such interest payments.”