Common use of Annual Statements Clause in Contracts

Annual Statements. No later than one hundred and twenty (120) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.

Annual Statements. No later than one hundred and twenty ninety (12090) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings ePlus inc. and its Subsidiaries as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Administrative Agent. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings ePlus inc. and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.

Annual Statements. No later than Within one hundred and twenty (120) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries as expiration of the end first (1st) Operating Year and each Operating Year thereafter, Tenant shall cause an audit of such year and Tenant’s books to be completed by one of the prior year in comparative form“Big Four” firms of certified public accountants, or by any other accounting firm acceptable to Landlord’s chief financial officer, and related statements Tenant shall furnish to Landlord’s comptroller/treasurer a statement duly certified by an authorized officer, partner or employee of operations, shareholders' equity, Tenant and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be by such firm of certified public accountants setting forth in reasonable detail with appropriate notes the Revenues during the Operating Year just concluded, reflecting the basis for the computation of the amount of Percentage Rent due for such Operating Year just concluded, and be prepared certifying that the accounting practices of Tenant, in accordance with Generally Accepted terms of reasonableness and propriety, conform to the Accounting Principles. The consolidated Each such annual financial statements shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements statement shall be accompanied by the payment from Tenant to Landlord of any Percentage Rent reflected in said statement as being due for such Operating Year. On or before the first (1st) day of each Operating Year commencing with the first (1st) Operating Year, Tenant shall submit to Landlord a report revenue projection for the Premises for such Operating Year to assist Landlord in anticipating the amount of Percentage Rent for such Operating Year. While Tenant shall act in good faith in preparing such projections, Tenant shall in no way be liable for the accuracy of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries projections or for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies any damages incurred by Landlord resulting from changes in accounting principles and methods agreed to Landlord’s reliance on such projections, unless same are occasioned by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default Tenant’s gross negligence or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrowerwillful misconduct.

Annual Statements. No As soon as available but no later than one hundred and twenty ninety (12090) days after the end of each Fiscal Yearfiscal year, the consolidated and consolidating a balance sheet of Holdings the Borrower and its Subsidiaries as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year Borrower for the fiscal year and the prior Fiscal Year fiscal year in comparative form. The financial statements shall be on a consolidated basis and shall include consolidating information. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements (other than the consolidating information) shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Bank and such consolidating information shall be certified by the chief financial officer, treasurer or controller of Borrower. Such financial Financial statements shall be accompanied by a report of such independent certified public accountants accountants, and such consolidating information shall be accompanied by a report of such chief financial officer, treasurer or controller, in each case stating that, in the opinion of such accountantsaccountants or officer, respectively, such financial statements or consolidating information present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings the Borrower and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants or officer and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks Bank a copy of each other report submitted to its the board of directors of Borrower by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any the Borrower.

Annual Statements. No As soon as available but no later than one hundred and twenty five (120105) days after the end of each Fiscal Yearfiscal year, the consolidated and consolidating a balance sheet of Holdings Borrower and its Subsidiaries as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for Borrower and its Subsidiaries for the Fiscal Year fiscal year and the prior Fiscal Year fiscal year in comparative form. The financial statements shall be on a consolidated basis and shall include consolidating information. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements (other than the consolidating information) shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Banks and such consolidating information shall be certified by the Executive Vice President and Chief Financial Officer of Borrower. Such financial statements shall be accompanied by a report of such independent certified public accountants accountants, and such consolidating information shall be accompanied by a report of such Executive Vice President and Chief Financial Officer, in each case stating that, in the opinion of such accountantsaccountants or officer, respectively, such financial statements or consolidating information present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings Borrower and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants or officer and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection subsection (a) (other than the consolidating financial statements) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its the board of directors of Borrower by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any BorrowerBorrower and its Subsidiaries.

Annual Statements. No later than one hundred As soon as available and twenty (120) in any event within 90 days after the end of each Fiscal Yearfiscal year of such Reporting Entity, the consolidated and and, if already prepared by such Reporting Entity or if specifically requested by any Noteholder, consolidating balance sheet sheets of Holdings such Reporting Entity and its Subsidiaries as of the end of such fiscal year and the prior year in comparative form, related consolidated and related (if so prepared or requested) consolidating statements of operations, shareholders' equity, income and cash flows of such Reporting Entity and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the respective figures as of the end of and for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year (if applicable), all in reasonable detail with appropriate notes and be (i) in the case of such consolidated financial - statements, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) GAAP applied on a basis consistent with prior years and accompanied by an opinion thereon of one of the so- called "Big Six" firms of independent certified public accountants of nationally recognized national standing reasonably acceptable to First Union. Such financial statements selected by such Reporting Entity, which opinion shall be accompanied by a report of such independent certified public accountants stating thatmade without qualification, shall comply with generally accepted auditing standards at the time in the opinion of such accountantseffect, and shall state that such financial statements present fairly, in all material respects, the financial position, position of such Reporting Entity and its consolidated Subsidiaries as at the dates indicated and the results of their operations and the their cash flows of Holdings and its Subsidiaries for the period then ended periods indicated in conformity with Generally Accepted Accounting Principles, GAAP (without reference to any inconsistency of application of accounting principles except for inconsistencies resulting from changes in accounting principles and methods agreed to by application in which such accountants concur and specified that are noted in such report, and that, in the case of such financial statements), that the examination by audit of such accountants of such financial statements has been made was conducted in accordance with generally accepted auditing standards standards, and accordingly included examiningthat such accountants believe such audit provides a reasonable basis for their opinion, on a test basis, evidence supporting the amounts and disclosures (ii) in the case of such -- consolidating statements (if so prepared or requested), certified as complete and correct in all material respects by the chief financial statements officer of such Reporting Entity; provided, however, that so long as (x) -------- ------- the assets of the Company and assessing its Subsidiaries equal or exceed 90% of the accounting principles assets of Holdings and its Subsidiaries and (y) the operating revenue of the Company and its Subsidiaries equals or exceeds 90% of the operating revenue of Holdings and its Subsidiaries, "Reporting Entity" as used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under in this subsection subdivision (ab) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition refer only to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.Company;

Annual Statements. No later than one hundred and twenty (120) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Xxxxxx Companies as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the such Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes notes, and shall be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by KPMG Peat Marwick LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Majority Banks. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries the Xxxxxx Companies for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower the Borrowers shall, promptly upon receipt thereof, furnish to the Banks a copy of the portion of each other report or management letter submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of the Borrowers in which the Borrowers' accountants give any Borrowercomment critical of the valuation of, or controls or procedures related to, the Collateral.

Annual Statements. No later than one hundred and twenty (120) days As soon as practicable after the end of each Fiscal Yearfiscal year of Borrowers, the consolidated and consolidating in any event no later than 120 days thereafter, duplicate copies of: (i) a balance sheet of Holdings and its Subsidiaries the UE Consolidated Group on a consolidated basis as of at the end of such year and the prior year fiscal year, (ii) a statement of income of UE Consolidated Group on a consolidated basis for such fiscal year, (iii) a statement of changes in comparative form, and related statements of operations, shareholders' equity, and cash flows for of UE Consolidated Group on a consolidated basis during such fiscal year, (iv) a statement of material changes of accounting policies, presentations or principles during such fiscal year, and (v) notes to such financial statements. Each of the Fiscal Year above shall have been audited and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements GAAP by Xxxxxx & Xxxxx or another independent certified public accounting firm, selected by Borrowers and reasonably acceptable to Agent, in reasonable detail and shall set forth, in each case, in comparative form the figures for the previous fiscal year, and shall be certified (without any qualification as complete and correct by an officer or exception) by independent certified public accountants member of nationally recognized standing reasonably acceptable to First Unioneach Borrower. Such The above financial statements shall be accompanied by a report certificate of an officer or member of each Borrower, which certificate shall be reasonably acceptable to Agent and shall, without qualification, state that such financial statements fairly present, in all material respects, the financial condition of Borrowers and have been prepared consistently with past practices, together with an unqualified opinion thereon of an independent certified public accountants stating thataccounting firm, in the selected by Borrowers and satisfactory to Agent, which opinion of such accountants, shall state that such financial statements present fairly, in all material respects, the financial positioncondition of Borrowers, and the results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity accordance with Generally Accepted Accounting Principles, GAAP consistently applied (except for inconsistencies resulting from changes in accounting principles and methods agreed to by application in which such accountants concur) and specified in such report, and that, in the case of such financial statements, that the examination by such accountants of such financial statements by such accountants has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on a test basis, evidence supporting such tests of the amounts accounting records and disclosures such other auditing procedures as were considered necessary in the circumstances. In addition, Borrowers shall provide to Agent unaudited consolidating financial statements and assessing for any Borrower as Agent may reasonably request to support the accounting principles used and significant estimates made, as well as evaluating the overall consolidated financial statement presentation. Each financial statement statements required to be provided under in this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrowersubsection.

Annual Statements. No later than As soon as available and in any event within one hundred and twenty (120) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings the Parent and its Subsidiaries as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' ’ equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Administrative Agent. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings the Parent and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower. Delivery to the Administrative Agent and Banks of the Parent’s filed Form 10-K for the applicable Fiscal Quarter shall satisfy the foregoing requirement.

Annual Statements. No later than one hundred As soon as available and twenty (120) in any event within 120 days after the end of each Fiscal YearYear of the Company, a copy of the annual audited consolidated balance sheets and statements of income and retained earnings and cash flows for that year for the Company and its Subsidiaries (the "Financials"), certified in a manner acceptable to the Agent by independent public accountants acceptable to the Agent and accompanied by an opinion thereon of the independent public accountants to the effect that the financial statements have been prepared in accordance with GAAP (except for changes in which the accountants concur), that the financial statements present fairly the consolidated and consolidating balance sheet financial condition of Holdings the Company and its Subsidiaries as of the end date of such year the Financials and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year covered thereby and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, that the examination by such of the accountants of such financial statements in connection with the Financials has been made in accordance with generally accepted auditing standards and accordingly included examiningaccordingly, on a test basis, evidence supporting includes tests of the amounts accounting records and disclosures other auditing procedures considered necessary in the circumstances and accompanied by a certificate signed by the Chief Financial Officer of the Company stating that no Default or Event of Default has occurred or then exists. By its delivery of the Financials to the Agent, the Company shall be deemed to represent and warrant that the Financials fairly present the Company's and all of its Subsidiaries' assets, liabilities and financial statements condition and assessing the accounting principles used results of their operations as of the date thereof and significant estimates made, as well as evaluating for the overall financial statement presentationperiod covered thereby and that there are no omissions from the Financials or other facts or circumstances not reflected in the Financials which are required to be stated therein in accordance with GAAP. Each financial statement provided under this subsection (a) The Financials shall be accompanied by a certificate signed by the Chief Financial Officer of the Company setting forth the calculations demonstrating compliance by the Company at the end of that Fiscal Year with the covenants set forth in Section 7.3 hereof, setting forth the calculations made by the Company to determine the Excess Cash Flow for such accountants either Fiscal Year and stating that during the course Company's determination of their examination nothing came to their attention which would cause them to believe that any event has occurred and Excess Cash Flow for such Fiscal Year is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrowercorrect.

Annual Statements. No later than one hundred and twenty (120) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries Xxxxxx as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by KPMG Peat Marwick LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Bank. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries Xxxxxx for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower Xxxxxx shall, promptly upon receipt thereof, furnish to the Banks Bank a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any BorrowerXxxxxx.

Annual Statements. No later than one hundred and twenty (120) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries Xxxxxx as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by KPMG Peat Marwick LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Required Banks. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries Xxxxxx for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In n addition to the annual financial statements, each Borrower Xxxxxx shall, promptly upon receipt thereof, furnish to the Banks a copy copies of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any BorrowerXxxxxx.

Annual Statements. No As soon as available but no later than one hundred and twenty ninety (12090) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries AeroCentury as of the end of such year and the prior year in comparative form, and related consolidated and consolidating statements of operationsincome, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative formform (except in the case of the balance sheet which shall be only for the current year). The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by BDO Sxxxxxx, LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Required Banks. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such the consolidated financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries AeroCentury for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower AeroCentury shall, promptly upon receipt thereof, furnish to the Banks Bank a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any BorrowerAeroCentury. The timely filing of AeroCentury’s Annual Report on Form 10-KSB with the SEC over the EXXXX system shall be deemed to satisfy this covenant in respect of the consolidated financials.

Annual Statements. No later than one hundred and twenty (120) days As soon as available, but in any event within the time periods permitted for filing annual reports on Form 10-K by the Commission after the end of each Fiscal Yearfiscal year of the Company, the duplicate copies of: (i) an audited consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Company as of at the end of such year and the prior year in comparative formyear, and related and (ii) consolidated statements of income or operations, shareholdersstockholders' equity, equity and cash flows of the Company for such year, in each case setting forth in comparative form the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual GAAP, fairly presenting, in all material respects, the financial statements shall be certified position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal year-end adjustments, and accompanied by: (without any qualification or exceptionA) by an opinion thereon of independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements national standing, which opinion (i) shall be accompanied by a report of state that such independent certified public accountants stating that, in the opinion of such accountants, such consolidated financial statements present fairly, in all material respects, the financial position, position of the companies being reported upon and the their results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements United States, and assessing that such audit provides a reasonable basis for such opinion in the accounting principles used circumstances, and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (aii) shall be accompanied not contain a "going concern" or like qualification, or any exception or other qualification arising out of the scope of the audit, (B) a written statement by the independent certified public accountants giving the report thereon stating whether, in connection with their audit examination, any condition or event that constitutes a certificate signed by Default or Event of Default with respect to the covenants contained in Section 5.02 and Section 5.04 of the Indenture has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence of such condition or event; provided that such accountants either stating shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that during would not be disclosed in the course of their examination nothing came audit examination; provided further that if the Company's nationally recognized "big four" accounting firm does not, as a matter of firm policy, provide such statements, no such statement under this clause (B) will be required, and (C) a certificate of the chief financial officer, treasurer or chief executive officer on behalf of the Company stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the companies being reported on and their attention which would cause them to believe results of operations and income, retained earnings Purchase Agreement and stockholders' equity, and cash flows; provided, however, that any event has occurred and if the Company is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition then subject to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim reporting requirements under Section 13 or special audit made by them 15(d) of the financial records Exchange Act, the delivery by the Company to such Purchaser or such Subsequent Purchaser of an Annual Report on Form 10-K or any Borrowersuccessor form within the time periods above described shall satisfy the requirements of this Section 8.1(b).

Annual Statements. No later than one hundred and twenty (120) days As soon as practicable after the end of each Fiscal Yearfiscal year of GSRP, the consolidated and consolidating in any event no later than 90 days thereafter, duplicate copies of: (i) a balance sheet of Holdings and its Subsidiaries GSRP as of at the end of such year fiscal year, and (ii) a statement of income of GSRP for such fiscal year, and (iii) a statement of changes in cash flows of GSRP during such fiscal year, (iv) a statement of material changes of accounting policies, presentations or principles during such fiscal year, and (v) notes to such financial statements. Each of the above shall have been prepared (as an unaudited compilation) by an independent certified public accounting firm, selected by GSRP and acceptable to the prior year Administrative Agent, in reasonable detail and shall set forth, in each case, in comparative formform the figures for the previous fiscal year, and related shall be certified as complete and correct by the chief financial officer of GSRP. GSRP shall also deliver to the Administrative Agent with the above financial statements a report, certified as complete and correct by the chief financial officer of operationsGSRP, shareholders' equity, showing all sales and cash flows cancellations made in respect of Quartershare Interests and Commercial Units at each of the Projects for the Fiscal Year fiscal year of GSRP then most recently ended and the prior Fiscal Year in comparative form. The respect of which said financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principleshave been prepared. The consolidated annual financial statements shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such above financial statements shall be accompanied by a report certificate of the chief financial officer of GSRP, which certificate shall be acceptable to the Administrative Agent and shall, without qualification, state that such financial statements fairly present the financial condition of GSRP and have been prepared consistently with past practices. In the event that the aforesaid annual financial statements are not in form and content satisfactory to the Required Parties, in their sole determination, GSRP shall, within 90 days of the receipt of the Administrative Agent's written request therefor, deliver to the Administrative Agent duplicate copies of the aforesaid financial statements together with an unqualified opinion thereon of an independent certified public accountants stating thataccounting firm, in selected by GSRP and satisfactory to the Administrative Agent, which opinion of such accountants, shall state that such financial statements present fairly, in all material respects, fairly the financial positioncondition of GSRP, have been prepared in accordance with generally accepted accounting principles, procedures and the results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting Principles, practices consistently applied (except for inconsistencies resulting from changes in accounting principles and methods agreed to by application in which such accountants concur) and specified in such report, and that, in the case of such financial statements, that the examination by such accountants of such financial statements by such accountants has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on a test basis, evidence supporting such tests of the amounts accounting records and disclosures such other auditing procedures as were considered necessary in the circumstances. The aforesaid audited financial statements shall be in form and content satisfactory to the Administrative Agent. If the amount shown on GSRP's aforesaid unaudited statement of income for "total operating income," as such term is defined in accordance with generally accepted accounting principles, does not vary by more than 5% from the amount shown on GSRP's aforesaid unqualified audited statement of income for "total operating income" and if the amount shown on GSRP's aforesaid unaudited statement of income for "net operating income," as such term is defined in accordance with generally accepted accounting principles, does not vary by more than 5% from the amount shown on GSRP's aforesaid unqualified audited statement of income for "net operating income," the Lenders shall bear, in accordance with their Pro Rata Shares (as defined in clause (i) of the definition of such term), the cost and expense of the certified public accounting firm utilized to deliver the aforesaid audited financial statements and assessing the accounting principles used accountancy opinion; otherwise, GSRP shall bear all such costs and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrowerexpenses.

Annual Statements. No later than one hundred and twenty (120) days after the end of each Fiscal YearYear or such earlier date as the Hxxx Group, Inc. and its subsidiaries shall file their annual financial statements with the Securities and Exchange Commission, the consolidated and consolidating balance sheet (which consolidating balance sheets may be unaudited and prepared by management) of Holdings the Hxxx Group, Inc. and its Subsidiaries subsidiaries as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by BDO Sxxxxxx LLP or such other independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings the Hxxx Group, Inc. and its Subsidiaries subsidiaries for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower the Hxxx Companies shall, promptly upon receipt thereof, furnish to the Banks a copy copies of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrowerthe Hxxx Group, Inc. and its subsidiaries.

Annual Statements. No later than one hundred As soon as available and twenty (120) in any event within ----------------- 95 days after the end of each Fiscal Yearfiscal year of the Company, the (i) a consolidated and consolidating balance sheet of Holdings the Company (and its Subsidiaries upon request of the Lenders unaudited statements for the Borrowers and their Restricted Subsidiaries) as of the end of such fiscal year and the prior year in comparative form, and related consolidated statements of operations, shareholderschanges in stockholders' equity, equity and cash flows of the Company (and upon request of the Lenders unaudited statements for the Fiscal Year Borrowers and the prior Fiscal Year their Restricted Subsidiaries) for such fiscal year, setting forth in each case in comparative form. The financial statements shall be form the respective figures as of the end of and for the previous fiscal year, all in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) accompanied by an opinion thereon of independent certified public accountants of nationally recognized national standing selected by the Company and reasonably acceptable satisfactory to First Union. Such financial statements the Required Lenders, which opinion shall not be accompanied by a report made in reliance upon the opinion of such any other accountant (except for opinions of other independent certified public accountants stating thatin respect of financial statements of a Person which shall have become a Subsidiary or the assets of which shall have been acquired by the Company or a Subsidiary during such fiscal year), in the opinion of such accountantsshall not contain any qualification as to scope, and shall state that such financial statements present fairly, in all material respects, the financial position, position of the companies being reported on and the their results of operations and the their cash flows of Holdings and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the audit of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examiningthat such accountants believe such audit provides a reasonable basis for such opinion and (ii) comparable consolidated financial statements of the Company and its Subsidiaries as at the end of and for such fiscal year, on a test basis, evidence supporting the amounts and disclosures prepared in the same manner as such consolidated financial statements of the Company and assessing accompanied by an opinion thereon of independent certified public accountants meeting the accounting principles used requirements therefor, set forth in the foregoing subdivision (b)(i); provided that, the -------- delivery within the time period specified above (or, if later, within five days of timely filing with the Commission) of the Company's Annual Report on Form 10-K (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) for any fiscal year prepared in compliance with the requirements therefor and significant estimates made, as well as evaluating filed with the overall financial statement presentation. Each financial statement provided under this subsection (a) Commission shall be accompanied deemed to satisfy the requirements of subdivision (i) and (ii) of this Section 6.01(b) for such year so long as such Annual Report contains the applicable opinions and other information required by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.this Section 6.01(b);

Annual Statements. No later than one hundred and twenty (120) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Xxxxxx Companies as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes notes, and shall be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by KPMG Peat Marwick LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Majority Banks. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries the Xxxxxx Companies for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower the Borrowers shall, promptly upon receipt thereof, furnish to the Banks a copy of the portion of each other report or management letter submitted to its board of directors by its independent accountants acountants in connection with any annual, interim or special audit made by them of the financial records of the Borrowers in which the Borrowers' accountants give any Borrowercomment critical of the valuation of, or controls or procedures related to, the Collateral.

Annual Statements. No later than one hundred and twenty (120) As soon as available, but in any event within 105 days after the end of each Fiscal Yearfiscal year of Parent Borrower, the consolidated and consolidating copies of: (i) a Consolidated balance sheet of Holdings Parent Borrower and its Subsidiaries Subsidiaries, as of at the end of such year and the prior year in comparative formyear, and related and (ii) Consolidated statements of operationsincome, shareholders' equity, changes in stockholders’ equity and cash flows of Parent Borrower and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements GAAP, together with: (A) an unqualified opinion thereon of Accountants, which opinion shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, state that such financial statements present fairly, in all material respects, the financial position, position of the companies being reported upon and the their results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on that such audit provides a test basis, evidence supporting the amounts and disclosures reasonable basis for such opinion in the financial statements circumstances; and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (aB) shall be accompanied by a certificate signed by of such accountants either Accountants stating that during the course they have reviewed this Agreement and stating further that, in making their audit, they had not become aware of their examination nothing came to their attention which would cause them to believe any condition or event that any event has occurred and is continuing which then constitutes a Default or an Event of Default with respect to Sections 8.1, 8.2, 8.3 and 8.4, and, if they are aware that any such condition or Potential Defaultevent then exists, specifying the nature and period of the existence thereof (it being understood that such Accountants shall not be liable directly or describing each indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such eventAccountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit). In addition to provided that, so long as Parent Borrower has not made the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants election set forth in Section 8.9(c) in connection with any annuala BGS Disposition, interim or special audit made by them delivery within the time period specified above of Parent Borrower’s Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements of the financial records Exchange Act therefor and filed with the SEC, together with the certificate from such Accountants described in clause (ii)(B) above shall be deemed to satisfy the requirements of any Borrowerthis Section 7.1(c).

Annual Statements. No later than one hundred and twenty ninety (12090) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Xxxxxx Companies as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, equity and cash flows for the such Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes notes, and shall be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by KPMG LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Lender. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries the Xxxxxx Companies for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each the Borrower shall, promptly upon receipt thereof, furnish to the Banks Lender a copy of the portion of each other report or management letter submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of the Borrower in which the Borrower's accountants give any Borrowercomment critical of the valuation of, or controls or procedures related to, the Collateral.

Annual Statements. No later than one hundred and twenty ninety (12090) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Xxxxxx Companies as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, ’ equity and cash flows for the such Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes notes, and shall be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by KPMG LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Lender. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries the Xxxxxx Companies for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each the Borrower shall, promptly upon receipt thereof, furnish to the Banks Lender a copy of the portion of each other report or management letter submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of the Borrower in which the Borrower’s accountants give any Borrowercomment critical of the valuation of, or controls or procedures related to, the Collateral.

Annual Statements. No As soon as available but no later than one hundred and twenty ninety (12090) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries AeroCentury as of the end of such year and the prior year in comparative form, and related consolidated and consolidating statements of operationsincome, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative formform (except in the case of the balance sheet which shall be only for the current year). The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by Xxxxxx Xxxxxxxx LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Required Banks. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such the consolidated financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries AeroCentury for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each consolidated financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower AeroCentury shall, promptly upon receipt thereof, furnish to the Banks Bank a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any BorrowerAeroCentury.

Annual Statements. No later than one hundred and twenty (120) within 120 days after the end of each Fiscal Yearfiscal year of the Company, the duplicate copies of, (i) a consolidated and consolidating balance sheet of Holdings the Company and its Subsidiaries Subsidiaries, as of at the end of such year and the prior year in comparative formyear, and related and (ii) consolidated statements of operationsearnings, shareholders' equity, stockholders’ equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified GAAP, and accompanied by (without any qualification or exceptionA) by an opinion thereon of independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements national standing, which opinion shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, state that such financial statements present fairly, in all material respects, the consolidated financial position, position of the companies being reported upon and the their consolidated results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that posting on its official website or delivery within the time period specified above of the Company’s Annual Report on Form 10-K (including copies of each exhibit filed therewith) for such fiscal year prepared in accordance with the requirements therefor and accordingly included examiningfiled with the Securities and Exchange Commission, on a test basistogether with the accountant’s certificate described in clause (B) above, evidence supporting shall be deemed to satisfy the amounts and disclosures in requirements of this Section 7.1(b), so long as such Report includes each of the financial statements (and assessing the accounting principles used and significant estimates madecomparative historical figures) referred to above, provided, however, that any such report or document as well as evaluating contemplated by this Section 7.1(b) which has been posted to the overall financial statement presentation. Each financial statement provided under this subsection (a) Company’s official website with general access rights for the public shall be accompanied deemed to DB1/ 87639059.10 have been delivered to the holders of Notes as contemplated by a certificate signed this Section 7.1(b) so long as the Company has provided each holder of Notes prior notice, by electronic mail to the electronic address provided by such accountants either stating that during the course holder of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event Notes, of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.posting;

Annual Statements. No later than one hundred and twenty (120) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Xxxxxx Companies as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes notes, and shall be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by KPMG Peat Marwick LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Majority Banks. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries the Xxxxxx Companies for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower the Borrowers shall, promptly upon receipt thereof, furnish to the Banks a copy of the portion of each other report or management letter submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of the Borrowers in which the Borrowers' accountants give any Borrowercomment critical of the valuation of, or controls or procedures related to, the Collateral.

Annual Statements. No later than one hundred promptly after the same are available and twenty (120) in any event within 180 days after the end of each Fiscal Yearfiscal year of the Company, the duplicate copies of, (i) a consolidated and consolidating balance sheet of Holdings the Company and its Subsidiaries Subsidiaries, as of at the end of such year and the prior year in comparative formyear, and related and (ii) consolidated statements of operationsincome, changes in shareholders' equity, ’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) IFRS, and accompanied by an opinion thereon of independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements international standing, which opinion shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, state that such financial statements present fairly, in all material respects, the financial position, position of the companies being reported upon and the their results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesIFRS, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on that such audit provides a test basis, evidence supporting the amounts and disclosures reasonable basis for such opinion in the circumstances, provided that, delivery to each holder of Notes that is an Institutional Investor, within the time period specified above, of the financial statements information that the Company is required to furnish to the UK Listing Authority for each such fiscal year shall be deemed to satisfy the requirements of this Section 7.1(b) so long as such financial information includes the information specified in clauses (i) and assessing (ii) of this clause (b) and is accompanied by the accounting principles used opinion referred to above and significant estimates madea comparison to the corresponding period in the previous fiscal year and otherwise satisfies the requirements of this paragraph, provided further that, if the financial reporting requirements for companies listed on the Official List of the UK Listing Authority are altered, the Company shall deliver to each holder of Notes that is an Institutional Investor such alternative financial information as the Company shall be required to disclose to its shareholders pursuant to the requirements of the UK Listing Authority in force at such time, as well as evaluating such supplemental information as is reasonably necessary to provide such holder with the overall same substantive consolidated financial statement presentation. Each financial statement provided under this subsection information as such holder would have received (aincluding, without limitation, all such information necessary to verify compliance with the covenants set forth in Sections 10.4 through 10.7, inclusive) shall be accompanied by a certificate signed by such accountants either stating that during had the course of their examination nothing came to their attention which would cause them to believe that any event has occurred form and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them detail of the financial records accounts not been changed from the form and detail of any Borrower.the most recent audited accounts listed in Schedule 5.5;

Annual Statements. No later (i) Within 105 days (or such shorter period as is the earlier of (x) 15 days greater than one hundred the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the BlackRock Private Credit Fund Master Note Purchase Agreement Company is subject to the filing requirements thereof and twenty (120y) days the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each Fiscal Yearfiscal year of the Company, the duplicate copies of: (A) a consolidated and consolidating balance sheet of Holdings the Company and its Subsidiaries consolidated subsidiaries as of at the end of such year and the prior year in comparative formyear, and related and (B) consolidated statements of operations, shareholders' equity, changes in net assets and cash flows of the Company and its consolidated subsidiaries for such year, setting forth in each case in comparative form the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception as to the Company (other than as a result of the impending maturity or any prospective default under any agreement providing for Indebtedness of the Company, including this Agreement and the Notes) and without any qualification or exceptionexception as to the scope of the audit on which such opinion is based) by of independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements national standing, which opinion shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, state that such financial statements present fairly, in all material respects, the financial position, position of the Company and the its consolidated subsidiaries being reported upon and their results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on that such audit provides a test basis, evidence supporting the amounts and disclosures reasonable basis for such opinion in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.circumstances;

Annual Statements. No later than one hundred and twenty (120) days As soon as practicable after the end of each Fiscal Yearfiscal year of Borrower, the and in any event no later than 90 days thereafter, duplicate copies of: (i) a consolidated and consolidating balance sheet of Holdings Borrower and its Subsidiaries subsidiaries and affiliates as of at the end of such fiscal year, and (ii) a consolidated statement of income of Borrower and its subsidiaries and affiliates for such fiscal year and the prior year an annual sales report for all Pledged Intervals, and (iii) a consolidated statement of changes in comparative form, and related statements of operations, shareholders' equity, and cash flows for of Borrower and its subsidiaries and affiliates during such fiscal year, (iv) a statement of material changes of accounting policies, presentations or principles during such fiscal year, and (v) notes to such financial statements. Each of the Fiscal Year above shall have been audited and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements GAAP by an independent certified public accounting firm, selected by Borrower and acceptable to Lender, in reasonable detail and shall set forth, in each case, in comparative form the figures for the previous fiscal year, and shall be certified (without any qualification as complete and correct by an officer or exception) by independent certified public accountants member of nationally recognized standing reasonably acceptable to First UnionBorrower. Such The above financial statements shall be accompanied by a report certificate of an officer or member of Borrower, which certificate shall be acceptable to Lender and shall, without qualification, state that such financial statements fairly present the financial condition of Borrower and have been prepared consistently with past practices. In addition, Borrower shall, within one hundred twenty (120) days of the end of the fiscal year deliver to Lender similar annual financial statements for the Silverleaf Club and the Orlando Breeze Resort Club. In the event that the aforesaid annual financial statements are not in form and content satisfactory to Lender, in its sole determination, Borrower shall, within 90 days of the receipt of Lender’s written request therefor, deliver to Lender duplicate copies of the aforesaid financial statements together with an unqualified opinion thereon of an independent certified public accountants stating thataccounting firm, in the selected by Borrower and satisfactory to Lender, which opinion of such accountants, shall state that such financial statements present fairly, in all material respects, fairly the financial positioncondition of Borrower have been prepared in accordance with generally accepted accounting principles, procedures and the results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting Principles, practices consistently applied (except for inconsistencies resulting from changes in accounting principles and methods agreed to by application in which such accountants concur) and specified in such report, and that, in the case of such financial statements, that the examination by such accountants of such financial statements by such accountants has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on a test basis, evidence supporting such tests of the amounts accounting records and disclosures such other auditing procedures as were considered necessary in the circumstances. The aforesaid audited financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came in form and content satisfactory to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such eventLender. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Annual Statements. No As soon as available but no later than one hundred and twenty ninety (12090) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries AeroCentury as of the end of such year and the prior year in comparative form, and related statements of operationsincome, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by Xxxxxx Xxxxxxxx LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Required Banks. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries AeroCentury for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower AeroCentury shall, promptly upon receipt thereof, furnish to the Banks Bank a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any BorrowerAeroCentury.

Annual Statements. No later than one hundred and twenty sixty (12060) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings the Parent and its Subsidiaries as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Administrative Agent. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings the Parent and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.

Annual Statements. No later than one hundred and twenty (120) days after the end of each Fiscal YearYear or such earlier date as the Hxxx Companies shall file their annual financial statements with the Securities and Exchange Commission, the consolidated and consolidating balance sheet (which consolidating balance sheets may be unaudited and prepared by management of Holdings and its Subsidiaries the Hxxx Companies) of the Hxxx Companies as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year Credit Agreement -22- November 1997 in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by BDO Sxxxxxx LLP or such other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Bank. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries the Hxxx Companies for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower the Hxxx Companies shall, promptly upon receipt thereof, furnish to the Banks Bank a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrowerthe Hxxx Companies.

Annual Statements. No later than one hundred As soon as practicable, and twenty in any event within ninety (12090) days after the end close of each Fiscal Yearfiscal year of Lessee, the a consolidated and consolidating balance sheet of Holdings Genesis and its Consolidated Subsidiaries as of the end of such fiscal year and the prior year related consolidated statements of, income, cash flows and changes in stockholders' equity for such fiscal year, setting forth in each case in comparative form, and related statements of operations, shareholders' equity, and cash flows form the figures for the Fiscal Year and the prior Fiscal Year in comparative formprevious fiscal year. The financial Such statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification accompanied by an opinion of KPMG Peat Marwick or exception) by independent other certified public accountants of nationally recognized standing reasonably acceptable selected by Lessee and satisfactory to First UnionAgent (the "Independent Accounting Firm"). Such financial statements opinion shall be accompanied by without qualifications that are of "going concern" or like nature or that relate to a report limited scope of examination. Such opinion in any event shall contain a written statement of such independent certified public accountants stating that, in substantially to the opinion of effect that (i) such accountants, accountants examined such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examiningmade such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of Genesis and its Consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, on a test basis, evidence supporting in conformity with GAAP. Concurrently with the amounts and disclosures in delivery of the financial statements and assessing the accounting principles used and significant estimates madereferred to above in this paragraph, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) Lessee shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks Agent, with sufficient counterpart originals for Lessor and each Lender, (1) unaudited statements of income, cash flows and changes in stockholders' equity for each of (x) Genesis and the Restricted Subsidiaries on a copy consolidated basis and (y) the Unrestricted Entities on a consolidated basis, for such fiscal year, (2) and a balance sheet of each other report submitted to its board of directors by its independent accountants (x) Genesis and the Restricted Subsidiaries on a consolidated basis and (y) the Unrestricted Entities on a consolidated basis, all in connection with any annualreasonable detail, interim or special audit made by them setting forth in comparative form the corresponding figures for the preceding year, and (3) a certification, without qualification, of the Independent Accounting Firm of the certificate delivered by Lessee pursuant to Section 5.7(c) as of the last fiscal quarter of such fiscal year. Such unaudited financial records statements shall be certified by a Responsible Officer of any BorrowerGenesis as presenting fairly the financial position of the subject entities as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Statements. No later (i) HLI Annual Statements — within 90 days (or such shorter period as is the earlier of (x) 15 days greater than one hundred the period applicable to the filing of HLI’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether HLI is subject to the filing requirements thereof and twenty (120y) days the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each Fiscal Yearfiscal year of HLI, the duplicate copies of (A) a consolidated and consolidating balance sheet of Holdings HLI and its Subsidiaries as of at the end of such year and the prior year in comparative formyear, and related and (B) consolidated statements of operationsincome, changes in shareholders' equity, ’ equity and cash flows of HLI and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exceptionexception as to the scope of the audit on which such opinion is based) by of independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements national standing, which opinion shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, state that such financial statements present fairly, in all material Material respects, the financial position, position of the companies being reported upon and the their results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on that such audit provides a test basis, evidence supporting the amounts and disclosures reasonable basis for such opinion in the circumstances; (ii) Company Annual Statements — within 120 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit DB1/ 149232408.12 Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Company, duplicate copies of (A) a consolidated balance sheet of the Company and assessing its Subsidiaries as at the accounting principles used end of such year, and (B) consolidated statements of income, changes in shareholders’ equity and significant estimates madecash flows of the Company and its Subsidiaries for such year, as well as evaluating setting forth in each case in comparative form the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that “going concern” or similar qualification or exception and without any event has occurred and is continuing which constitutes an Event of Default qualification or Potential Default, or describing each such event. In addition exception as to the annual scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statementsstatements present fairly, each Borrower shallin all Material respects, promptly the financial position of the companies being reported upon receipt thereofand their results of operations and cash flows and have been prepared in conformity with GAAP, furnish to and that the Banks a copy examination of each other report submitted to its board of directors by its independent such accountants in connection with any annualsuch financial statements has been made in accordance with generally accepted auditing standards, interim or special and that such audit made by them of provides a reasonable basis for such opinion in the financial records of any Borrower.circumstances;

Annual Statements. No later than one hundred and twenty ninety (12090) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Xxxxxx Companies as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' ’ equity, and cash flows for the such Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes notes, and shall be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by KPMG LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Majority Banks. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries the Xxxxxx Companies for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each the Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of the portion of each other report or management letter submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of the Borrower in which the Borrower’s accountants give any Borrowercomment critical of the valuation of, or controls or procedures related to, the Collateral.

Annual Statements. No later than one hundred and twenty (120) Within 90 days after the end of each Fiscal Yearfiscal year of the Borrower, duplicate copies of: (i) consolidated balance sheets of the consolidated and consolidating balance sheet of Holdings Borrower and its Subsidiaries as of at the end of such year and the prior year in comparative formyear, and related and (ii) consolidated statements of operationsincome, changes in shareholders' equity, ’ equity and cash flows of the Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) GAAP, and accompanied by an opinion thereon of independent certified public accountants of nationally recognized standing reasonably acceptable national standing, which opinion shall not be subject to First Union. Such financial statements shall be accompanied by a report any “going concern” or like qualification or exception or any qualification or exception as to the scope of such independent certified public accountants stating thataudit, in the and which opinion of such accountants, shall state that such financial statements present fairly, in all material respects, the financial position, position of the Borrower and the its Subsidiaries and their results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on that such audit provides a test basis, evidence supporting the amounts and disclosures reasonable basis for such opinion in the financial statements circumstances; provided that the delivery within the time period specified above of the Borrower’s Annual Report on Form 10–K for such fiscal year (together with the Borrower’s annual report to shareholders, if any, prepared pursuant to Rule 14a–3 under the Exchange Act) prepared in accordance with the requirements therefor and assessing filed with the accounting principles used Securities and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) Exchange Commission shall be accompanied by deemed to satisfy the requirements of clauses (i) and (ii) of this Section 5.18(b); and (iii) a certificate signed by of such accountants either stating that during in making the course examination for such report, they have obtained no knowledge of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Default or Event of Default, or, if they have obtained knowledge of any Default or Potential Event of Default, specifying the nature and period of existence thereof and the action the Borrower has taken or describing each such event. In addition proposes to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection take with any annual, interim or special audit made by them of the financial records of any Borrowerrespect thereto.

Annual Statements. No later than one hundred and twenty (120) within 90 days after the end of each Fiscal Yearfiscal year of the Company, the duplicate copies of, (i) a consolidated and consolidating balance sheet of Holdings the Company and its Subsidiaries Subsidiaries, as of at the end of such year and the prior year in comparative formyear, and related and (ii) consolidated statements of operations, shareholdersstockholders' equity, equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified GAAP, and accompanied (without any qualification or exceptionA) by an opinion thereon of independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements national standing, which opinion shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, state that such financial statements present fairly, in all material respects, the financial position, position of the companies being reported upon and the their results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on that such audit provides a test basis, evidence supporting the amounts and disclosures reasonable basis for such opinion in the financial statements and assessing the accounting principles used and significant estimates madecircumstances, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection and (aB) shall be accompanied by a certificate signed by of such accountants either stating that during they have reviewed this Agreement, the course Security Documents, the Subsidiary Guaranty, the Intercreditor Agreement and the Revolving Credit Agreement, and stating further whether, in making their audit, they have become aware of their examination nothing came to their attention which would cause them to believe any condition or event that any event has occurred and is continuing which then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Potential DefaultEvent of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), (C) if requested by the Required Holders, or describing each such event. In addition to a schedule prepared by the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to Company setting forth the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them unaudited consolidating balance sheet of the financial records Company and its Subsidiaries as at the end of any Borrower.such year and the related consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries, for such year. PROVIDED that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

Annual Statements. No later than one hundred and twenty (120) Within 90 days after the end of each Fiscal Yearfiscal year of the Company, the duplicate copies of: (i) a consolidated and consolidating balance sheet of Holdings the Company and its Subsidiaries Subsidiaries, as of at the end of such year and the prior year in comparative formyear, and related and (ii) consolidated statements of operationsincome, changes in shareholders' equity, equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified GAAP, and accompanied by: (without any qualification or exceptionA) by an opinion thereon of independent certified public accountants of nationally recognized standing reasonably acceptable to First Union. Such financial statements national standing, which opinion shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, state that such financial statements present fairly, in all material respects, the financial position, position of the companies being reported upon and the their results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on that such audit provides a test basis, evidence supporting the amounts and disclosures reasonable basis for such opinion in the financial statements and assessing the accounting principles used and significant estimates madecircumstances, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection and (aB) shall be accompanied by a certificate signed by of such accountants either stating that during the course they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of their examination nothing came to their attention which would cause them to believe any condition or event that any event has occurred and is continuing which then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Potential Default, Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or describing each did not make such event. In addition to an audit); PROVIDED that the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to delivery within the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them time period specified above of the financial records Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of any Borrower.this Section 7.01(c);

Annual Statements. No later than one hundred and twenty ninety (12090) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries the Xxxxxx Companies as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' ’ equity, and cash flows for the such Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes notes, and shall be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by KPMG LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Majority Banks. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries the Xxxxxx Companies for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. Such annual financial statements shall be accompanied by a Compliance Certificate in the form attached hereto as Exhibit G or such other form as the Administrative Agent shall reasonably request. In addition to the annual financial statements, each the Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of the portion of each other report or management letter submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of the Borrower in which the Borrower’s accountants give any Borrowercomment critical of the valuation of, or controls or procedures related to, the Collateral.

Annual Statements. No later than one hundred As soon as available and twenty (120) in any event within ----------------- 95 days after the end of each Fiscal Yearfiscal year of the Company, the (i) a consolidated and consolidating balance sheet of Holdings the Company (and its Subsidiaries upon request of the Lenders unaudited statements for the Borrowers and their Restricted Subsidiaries) as of the end of such fiscal year and the prior year in comparative form, and related consolidated statements of operations, shareholderschanges in stockholders' equity, equity and cash flows of the Company (and upon request of the Lenders unaudited statements for the Fiscal Year Borrowers and the prior Fiscal Year their Restricted Subsidiaries) for such fiscal year, setting forth in each case in comparative form. The financial statements shall be form the respective figures as of the end of and for the previous fiscal year, all in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) accompanied by an opinion thereon of independent certified public accountants of nationally recognized national standing selected by the Company and reasonably acceptable satisfactory to First Union. Such financial statements the Required Lenders, which opinion shall not be accompanied by a report made in reliance upon the opinion of such any other accountant (except for opinions of other independent certified public accountants stating thatin respect of financial statements of a Person which shall have become a Subsidiary or the assets of which shall have been acquired by the Company or a Subsidiary during such fiscal year), in the opinion of such accountantsshall not contain any qualification as to scope, and shall state that such financial statements present fairly, in all material respects, the financial position, position of the companies being reported on and the their results of operations and the their cash flows of Holdings and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the audit of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examiningthat such accountants believe such audit provides a reasonable basis for such opinion and (ii) comparable consolidated financial statements of the Company and its Subsidiaries as at the end of and for such fiscal year, on a test basis, evidence supporting the amounts and disclosures prepared in the same manner as such consolidated financial statements of the Company and assessing accompanied by an opinion thereon of independent certified public accountants meeting the accounting principles used requirements therefor, set forth in the foregoing subdivision (b)(i); provided that, the delivery within the time period -------- specified above (or, if later, within five days of timely filing with the Commission) of the Company's Annual Report on Form 10-K (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) for any fiscal year prepared in compliance with the requirements therefor and significant estimates made, as well as evaluating filed with the overall financial statement presentation. Each financial statement provided under this subsection (a) Commission shall be accompanied deemed to satisfy the requirements of subdivision (i) and (ii) of this Section 6.01(b) for such year so long as such Annual Report contains the applicable opinions and other information required by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.this Section 6.01(b);

Annual Statements. No later than one hundred As soon as available and twenty in any event within One Hundred and Twenty (120) days after the end of each Fiscal Yearfiscal year of Borrower, a copy of the annual audited consolidated and consolidating balance sheet and statements of Holdings income, stockholders equity and its Subsidiaries as of the end of cash flow for such year for Borrower and Press-Loto (the prior year in comparative form"Annual Financials"), and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The containing financial statements shall be for such year certified in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) a manner reasonably acceptable to Lender by an independent certified public accountants of nationally recognized standing accountant reasonably acceptable to First Union. Such financial statements shall be Lender and accompanied by a report an opinion thereon of such independent certified public accountants stating thataccountant or Russian equivalent to the effect that the financial statements have been prepared in accordance with GAAP, in the opinion of such accountants, that such financial statements present fairly, in all material respects, fairly the consolidated financial position, condition of Borrower and Press-Loto as of the results date of operations the Annual Financials and the cash flows of Holdings and its Subsidiaries for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles fiscal year covered thereby and methods agreed to by that the examination of such accountants and specified in connection with such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements Annual Financials has been made in accordance with generally accepted auditing standards standards, and accordingly included examiningaccordingly, on a test basis, evidence supporting includes such tests of the amounts accounting records and disclosures such other auditing procedures as were considered necessary in the financial statements circumstances and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either Borrower's chief financial officer stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an no Event of Default has occurred or Potential Default, or describing each such eventthen exists. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to By its board of directors by its independent accountants in connection with any annual, interim or special audit made by them delivery of the Annual Financials to Lender, Borrower shall be deemed to represent and warrant that the Annual Financials fairly present the assets, liabilities and financial records condition of Borrower and Press-Loto as of the date thereof and the results of their operations for the particular fiscal year and that there are no omissions from the Annual Financials or other facts or circumstances not reflected in the Annual Financials which are material in accordance with GAAP. The Annual Financials shall be accompanied by a statement from the independent certified public accountants or Russian equivalent that, in making the examination necessary for their report on the Annual Financials for that fiscal year of Borrower they have obtained no knowledge of the occurrence or existence of any BorrowerEvent of Default.

Annual Statements. No later than one hundred and twenty (120) days after the end of each Fiscal Yearfiscal year, the consolidated and consolidating its balance sheet of Holdings and its Subsidiaries as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Bank. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries Jevic for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower Jevic shall, promptly upon receipt thereof, furnish to the Banks Bank a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any BorrowerJevic.

Annual Statements. No later than one hundred and twenty Within ninety (12090) days after the end of each Fiscal Yearfiscal year of the Transaction Entities, the duplicate copies of, (i) a consolidated and consolidating balance sheet of Holdings the Guarantor and its Subsidiaries subsidiaries (including the Issuer) as of the end of such year year, and (ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the prior year Guarantor and its subsidiaries (including the Issuer) for such year, setting forth, in each case in comparative form, and related statements of operations, shareholders' equity, and cash flows the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified GAAP, and accompanied by an opinion thereon of independent public accountants (without an emphasis of matter paragraph related to “going concern” as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any qualification similar statement under any amended or exceptionsuccessor rule as may be adopted by the Auditing Standards Board from time to time) by independent certified public accountants (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness, (2) the activities, operations, financial results, assets or liabilities of nationally recognized standing reasonably acceptable to First Union. Such any subsidiaries of the Issuer that are not Guarantors or (3) any prospective breach of the financial statements covenants in Section 11.3), which opinion shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, state that such financial statements present fairly, in all material respects, the financial position, position of the companies being reported upon and the their results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on that such audit provides a test basis, evidence supporting the amounts and disclosures reasonable basis for such opinion in the financial statements and assessing the accounting principles used and significant estimates madecircumstances. VELOCITY FINANCIAL, as well as evaluating the overall financial statement presentationINC. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential DefaultVELOCITY COMMERCIAL CAPITAL, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.LLC NOTE PURCHASE AGREEMENT

Annual Statements. No later than one hundred and twenty ninety (12090) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet (which consolidating balance sheets may be unaudited and prepared by management of Holdings and its Subsidiaries CLC) of CLC as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified (without any qualification or exception) by Xxxxxx Xxxxxxxx & Co. or such other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Bank. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries CLC for the period then ended in conformity with Generally Accepted Accounting Principles, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower CLC shall, promptly upon receipt thereof, furnish to the Banks Bank a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any BorrowerCLC.

Annual Statements. No later than one hundred and twenty (120) days after the end of each Fiscal Year, the consolidated and consolidating balance sheet of Holdings and its Subsidiaries Xxxxxx as of the end of such year and the prior year in comparative form, and related statements of operations, shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be in reasonable detail with appropriate notes and be prepared in accordance with Generally Accepted Accounting PrinciplesGAAP. The consolidated annual financial statements shall be certified (without any qualification or exception) by KPMG Peat Marwick LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to First Unionthe Required Banks. Such financial statements shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, such financial statements present fairly, in all material respects, the financial position, and the results of operations and the cash flows of Holdings and its Subsidiaries Xxxxxx for the period then ended in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and assessing the accounting principles used and significant estimates made, as well as evaluating the overall financial statement presentation. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential Default, or describing each such event. In addition to the annual financial statements, each Borrower Xxxxxx shall, promptly upon receipt thereof, furnish to the Banks a copy copies of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any BorrowerXxxxxx.

Annual Statements. No later than one hundred and twenty Within ninety (12090) days after the end of each Fiscal Yearfiscal year of the Transaction Entities, the duplicate copies of, (i) a consolidated and consolidating balance sheet of Holdings the Guarantor and its Subsidiaries subsidiaries (including the Issuer) as of the end of such year year, and (ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the prior year Guarantor and its subsidiaries (including the Issuer) for such year, setting forth, in each case in comparative form, and related statements of operations, shareholders' equity, and cash flows the figures for the Fiscal Year and the prior Fiscal Year in comparative form. The financial statements shall be previous fiscal year, all in reasonable detail with appropriate notes and be detail, prepared in accordance with Generally Accepted Accounting Principles. The consolidated annual financial statements shall be certified GAAP, and accompanied by an opinion thereon of independent public accountants (without an emphasis of matter paragraph related to “going concern” as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any qualification similar statement under any amended or exceptionsuccessor rule as may be adopted by the Auditing Standards Board from time to time) by independent certified public accountants (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness, (2) the activities, operations, financial results, assets or liabilities of nationally recognized standing reasonably acceptable to First Union. Such any subsidiaries of the Issuer that are not Guarantors or (3) any prospective breach of the financial statements covenants in Section 11.3), which opinion shall be accompanied by a report of such independent certified public accountants stating that, in the opinion of such accountants, state that such financial statements present fairly, in all material respects, the financial position, position of the companies being reported upon and the their results of operations and the cash flows of Holdings and its Subsidiaries for the period then ended have been prepared in conformity with Generally Accepted Accounting PrinciplesGAAP, except for inconsistencies resulting from changes in accounting principles and methods agreed to by that the examination of such accountants and specified in such report, and that, in the case of such financial statements, the examination by such accountants of connection with such financial statements has been made in accordance with generally accepted auditing standards standards, and accordingly included examining, on that such audit provides a test basis, evidence supporting the amounts and disclosures reasonable basis for such opinion in the financial statements and assessing the accounting principles used and significant estimates madecircumstances. VELOCITY FINANCIAL, as well as evaluating the overall financial statement presentationINC. Each financial statement provided under this subsection (a) shall be accompanied by a certificate signed by such accountants either stating that during the course of their examination nothing came to their attention which would cause them to believe that any event has occurred and is continuing which constitutes an Event of Default or Potential DefaultNOTE PURCHASE AGREEMENT VELOCITY COMMERCIAL CAPITAL, or describing each such event. In addition to the annual financial statements, each Borrower shall, promptly upon receipt thereof, furnish to the Banks a copy of each other report submitted to its board of directors by its independent accountants in connection with any annual, interim or special audit made by them of the financial records of any Borrower.LLC