fairly present the financial condition of the Borrowers and their Subsidiaries, as applicable, as of the dates thereof and its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments and the absence of footnotes; and

Audited Annual Financials. Within ninety (90) days after the end of any fiscal year, copies of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, together with the related audited consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, and the notes thereto, setting forth in each case in comparative form the audited consolidated figures as of the end of and for the previous fiscal year, all prepared in accordance with GAAP and accompanied by a report and opinion of PricewaterhouseCoopers LLP or another independent registered public accounting firm of recognized national standing or otherwise reasonably acceptable to Administrative Agent, which report and opinion shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the end of such fiscal year and their consolidated results of operations and cash flows for such fiscal year in conformity with GAAP (or words substantially similar to the foregoing) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Borrower Annual Financial Statements. As soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year, and the related

With respect to the Annual Audited Financial Statements:

Financial Statements; Projections; Etc. Administrative Agent shall have received # audited annual financial statements of Borrower and its

The Annual Financial Statements were audited by MaloneBailey LLP (the “Independent Accountant”).

each set of Annual Financial Statements shall be audited by the Auditors;

Financial Statements. The Administrative Agent shall have received # the Audited Financial Statements, # the Unaudited Financial Statements and # the Pro Forma Financial Statements.

Financial Statements. Sellers have made available to Purchaser complete and correct copies of # the audited combined and consolidated balance sheets of RAHI as of December 31, 2016 and December 31, 2015, and the related combined and consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the two (2) years in the periods ended December 31, 2016 and December 31, 2015 (the “Audited Financial Statements”) and # the unaudited consolidated balance sheet of the Business of the Target Entities except RAIH for the one-month period ended as of January 31, 2018 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of income for the one-month period ended as of January 31, 2018 (the “Unaudited Financial Statements”; and together with the Audited Financial Statements, the “Financial Statements”), true and complete copies of which are set forth in [Schedule 4.4]. The Financial Statements, in all material respects, # have been prepared from, are in accordance with, and accurately reflect the books and records of the applicable Target Entities (except as may be indicated in the notes thereto), # fairly present the combined financial position and combined results of operations and cash flows of the Business of the applicable Target Entities as of the respective dates or for the respective time periods set forth therein and # have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of the Unaudited Financial Statements, for normal and recurring year-end adjustments).

Financial Statements. On or prior to the Effective Date, Lender shall have received true and correct copies of the historical consolidated financial statements referred to in Section 7.05(a).