Common use of Financial Statements and Reports Clause in Contracts

Financial Statements and Reports. Borrower shall furnish to Lender (a) as soon as practicable and in any event within 120 days after the end of each fiscal year of Borrower, an audited balance sheet of Borrower as of the close of such fiscal year, an audited statement of operations of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall furnish be required under generally accepted accounting principles consistently applied. As long as an Investor (together with any persons it controls, is controlled by or is under common control with) or a transferee permitted under Section 2 hereof holds not less than one million (1,000,000) shares (as adjusted) of Registrable Securities, the Company shall deliver to Lender such Investors, (ai) as soon as practicable and in any event within 120 days after the end of each fiscal year of Borrowerthe Company, an audited and in any event within one hundred twenty (120) days thereafter, a consolidated balance sheet of Borrower the Company and its subsidiaries, if any, as of the close end of such fiscal year, an audited statement of operations of Borrower as of the close of such fiscal year and an audited statement consolidated statements of income, stockholders’ equity and cash flows for Borrower for such fiscal year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied and accompanied audited by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing accounting firm of national standing, and (ii) as soon as practicable after the financial condition end of Borrower at the close of such each fiscal year and the results of its operations during such fiscal year and accompanied by a certificate quarter of the President of Borrower Company, and a certificate by Borrower’s independent certified public accountantsin any event within sixty (60) days thereafter, stating that to the best an unaudited, consolidated balance sheet of the knowledge of such officer Company and such accountantsits subsidiaries, if any, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each monthsuch quarter and consolidated statements of income, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month stockholders’ equity and a statement of cash flows of Borrower as of the close of for such monthquarter, all which quarter-end financial reports shall be in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied principles. The Company will further deliver to such Investor, within thirty (except for the absence of footnotes and subject 30) days prior to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other than at year end) (i) an accounts receivable aging of Borrower as of budgets or revised budgets prepared by the close of such quarter and (ii) a compliance certificate of Company. Each Investor agrees that any information obtained by the President of Borrower, stating that Investor pursuant to this Section 5 which is identified by the Company to be proprietary to the best of Company or otherwise confidential will not, unless such Investor shall otherwise be required by law or the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies rules of any other financial reports delivered to any third partiesnational securities exchange or association, and (e) with reasonable promptness, such other financial data, including be disclosed without limitation, inventory reports, as Lender may reasonably request. Without Lender’s the prior written consent which shall of the Company. The Investor may disclose such proprietary or confidential information to any partner or representative of Investor for the purpose of evaluating its investment in the Company as long as such partner or representative is advised of the confidentiality provisions of this Section 5.1 and agrees in writing to be bound to the terms hereof, executes a similar confidentiality agreement or is otherwise bound by a duty of confidentiality not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereofto disclose such information.

Financial Statements and Reports. Borrower shall furnish Acquiror has made available to Lender the Company true and complete copies of (a) its Annual Report on Form 10-K for the year ended December 31, 1997 (the "Acquiror 10-K") as soon filed with the Securities and Exchange Commission (the "Commission"), (b) its proxy statement relating to the annual meeting of its stockholders held on April 28, 1998; (c) all registration statements filed by Acquiror and declared effective under the Securities Act (other than registration statements on Form S-8), and (d) all other reports, statements and registration statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K but excluding preliminary material and reports pursuant to Sections 13(d) or 13(g) of the Exchange Act) filed by it with the Commission other than registration statements on Form S-8. The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or schedules or other information, included or incorporated by reference therein) are referred to in this Agreement as practicable the "Acquiror SEC Filings." As of the respective times such documents were filed or, as applicable, were effective, the Acquiror SEC Filings complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and except to the extent that information contained in any event within 120 days after Acquiror SEC Filings has been revised or superseded by a later Acquiror SEC Filing filed and publicly available prior to the end date of each fiscal year this Agreement, did not contain any untrue statement of Borrowera material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, an audited balance sheet in light of Borrower the circumstances under which they were made, not misleading. The financial statements of Acquiror included in the Acquiror SEC Filings complied as of their respective dates of filing with the close of such fiscal year, an audited statement of operations of Borrower Commission as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal yearCommission with respect thereto, were prepared in accordance with generally accepted accounting principles consistently (as in effect from time to time) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the Commission) and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing present fairly the consolidated financial condition position, consolidated results of Borrower at the close operations and consolidated cash flows of such fiscal year Acquiror and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower Acquiror Subsidiaries as of the close dates and for the periods indicated, except (i) in the case of such monthunaudited interim consolidated financial statements, a statement to normal recurring year-end audit adjustments and any other adjustments described therein and (ii) any pro forma financial information contained therein is not necessarily indicative of operations the consolidated financial position of Borrower Acquiror and the Acquiror Subsidiaries as of the close respective dates thereof and the consolidated results of such month operations and a statement of cash flows for the periods indicated. No Acquiror Subsidiary is required to file any form, report or other document with the Commission. Except as set forth in the Acquiror Current Reports, and except for liabilities and obligations incurred in the ordinary course of Borrower as business consistent with past practice, since the date of the close most recent consolidated balance sheet included in the Acquiror Current Reports, neither Acquiror nor any Acquiror Subsidiary has any liabilities or obligations of such monthany nature (whether accrued, all in reasonable detailabsolute, and prepared substantially in accordance with contingent or otherwise) required by generally accepted accounting principles consistently applied to be recognized or disclosed on a consolidated balance sheet of Acquiror and the Acquiror Subsidiaries or in the notes thereto which could reasonably be expected to have a Material Adverse Effect on Acquiror. The pro forma financial information (except for and related notes thereto) included in the absence of footnotes Acquiror SEC Filings present fairly the information shown therein and subject to year-end adjustments)were prepared, (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close respective dates of filing of the Acquiror SEC Filings with the Commission, in accordance with the Commission's rules and guidelines with respect to pro forma financial statements. The necessary pro forma adjustments have been properly applied to the historical amounts in the compilation of such quarter pro forma financial information, the assumptions used in the preparation thereof are reasonable and (ii) a compliance certificate of the President of Borrower, stating that adjustments used therein are appropriate to give effect to the best of the knowledge of such officer, Borrower has kept, observed, performed transactions and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes circumstances referred to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereoftherein.

Financial Statements and Reports. Borrower shall furnish to Lender (ai) as soon as practicable and in any event within 120 one hundred twenty (120) days after the end of each fiscal year of Borrower, an audited a consolidated balance sheet of Borrower Guarantor as of the close of such fiscal year, an audited a consolidated statement of operations earnings and retained earnings of Borrower Guarantor as of the close of such fiscal year and an audited a consolidated statement of cash flows for Borrower Guarantor for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared ("GAAP"), audited by an independent certified public accountant reasonably acceptable to Lender showing the financial condition (it being understood that any "Big 6" accounting firm would be acceptable to Lender) and certified by an officer of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter fiscal year and that no Event of Default Default, as herein defined, has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower has taken or proposes to take in connection therewith), (dii) within 15 daysthirty-five (35) days of the end of each calendar month, copies a consolidated balance sheet of any other Guarantor as of the close of such month and a consolidated statement of earnings and retained earnings of Guarantor as of the close of such month, all in reasonable detail (including financial reports delivered information for the preceding six (6) months), and prepared substantially in accordance with GAAP (except for the absence of footnotes and subject to any third partiesyear-end adjustments), and (eiii) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower Dreams, Inc. shall furnish to Lender (a) as soon as practicable and in any event within 120 one hundred twenty (120) days after the end of each fiscal year of BorrowerDreams, Inc., an audited consolidated and consolidating balance sheet of Borrower Borrowers as of the close of such fiscal year, an audited consolidated and consolidating statement of operations of Borrower Borrowers as of the close of such fiscal year and an audited consolidated and consolidating statement of cash flows for Borrower Borrowers for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower Borrowers at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountantsDreams, Inc., stating that to the best of the knowledge of such officer and such accountantsofficer, as applicable, Borrower has Borrowers have kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 thirty (30) days of the end of each calendar month, a status report indicating the financial performance of each Borrower during such month and the financial position of each Borrower as of the end of such month in the format required by Lender (which format will be delivered to Borrowers on a diskette), (c) within thirty (30) days of the end of each quarter, a consolidated and consolidating balance sheet of Borrower Borrowers as of the close of such month, quarter and a consolidated and consolidating statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reportsaccounts receivable agings, as Lender may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheldconsent, no Borrower shall not modify or change any accounting policies or procedures, including such Borrower’s 's fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower The Company shall furnish promptly and simultaneously provide to Lender each of the Members (or the Managers appointed by such Member) the following information: 28 (a) as soon as practicable and in any event within 120 available, but not later than thirty (30) days after the end of each calendar month commencing January 31, 2017 (for avoidance of doubt, including months that are the end of each fiscal year of Borrowerquarter and year), an audited the Company will provide the Members monthly financial statements that will include, for such monthly period and the year-to-date, a summary unaudited balance sheet and the related unaudited statements of Borrower income, retained earnings and cash flows of the Company and its consolidated subsidiaries for such periods; (b) as soon as available, but not later than thirty (30) days after the end of each calendar quarter commencing with the quarter ending March 31, 2017, the Company will provide the Members with an unaudited balance sheet and the related unaudited statements of income, retained earnings and cash flows of the Company and its consolidated Subsidiaries as of the close end of such fiscal yearimmediately preceding calendar quarter, an audited statement of operations of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal yearin each case, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), GAAP; (c) as soon as available available, but not later than ninety (90) days after (i) the end of each Fiscal Year ending December (commencing with the Fiscal Year ending December 31, 2017) and (ii) June 30, 2017, the Company will provide the Members with an audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31 of each Fiscal Year (or as of June 30, 2017 with respect clause (ii) of this section) and the related audited consolidated statements of income, retained earnings and cash flows of the Company and its consolidated Subsidiaries for the Fiscal Year (or twelve month period with respect clause (ii) of this section) then ended, such annual financial reports to be in any event within 30 reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion of an independent public accounting firm of nationally recognized standing; (d) as soon as available, but not later than ten (10) days after the end of each calendar month commencing January 2017 (for avoidance of doubt, including months that are the end of each fiscal quarter and year), the Company will provide the Members preliminary financial results of the Company and its consolidated subsidiaries for such periods; (other than at year ende) notification of (i) an accounts receivable aging of Borrower as of any material litigation that involves the close of such quarter Company and (ii) a compliance certificate of any criminal, quasi-criminal or regulatory inquiries, investigations or proceedings by any governmental entity having jurisdiction over the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal yearCompany, in each case, that, if decided adversely against the Company, is reasonably expected to have a material adverse effect on the date hereof.Company or the Company’s business; and (f) any other information that a Member may reasonably require. ARTICLE XI TAX MATTERS SECTION 11.1

Financial Statements and Reports. Borrower ACT shall furnish to Lender each of the -------------------------------- Lenders (a) as soon as practicable and in any event within 120 one hundred twenty (120) days after the end of each fiscal year of BorrowerACT, an audited consolidated and consolidating balance sheet of Borrower the Credit Parties as of the close of such fiscal year, an audited consolidated and consolidating statement of operations of Borrower the Credit Parties as of the close of such fiscal year and an audited consolidated and consolidating statement of cash flows for Borrower the Credit Parties for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied certified by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition officer of Borrower at the close of such fiscal year and the results of its operations during such fiscal year ACT and accompanied by a certificate of the President Chief Financial Officer of Borrower and a certificate by Borrower’s independent certified public accountantsACT, stating that to the best of the knowledge of such officer and such accountantsofficer, as applicable, Borrower has the Credit Parties have kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 thirty (30) days of the end of each calendar month, a status report indicating the financial performance of the Credit Parties during such month and the financial position of the Credit Parties as of the end of such month in the format required by Lenders (which format will be delivered to Borrower on a diskette), (c) within thirty (30) days of the end of each quarter, a consolidated balance sheet of Borrower the Credit Parties as of the close of such month, quarter and a consolidated statement of operations of Borrower the Credit Parties as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reportsaccounts receivable agings, as Lender Lenders may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheldconsent, Borrower shall not, and shall cause each Credit Party not to, modify or change any accounting policies or procedures, including Borrower’s the Credit Parties' fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower shall furnish to Lender Schedule 3.7 sets forth true and complete copies of the following financial statements (collectively, the “Company Financial Statements”): (a) the audited consolidated balance sheets of Company and its Subsidiaries as soon as practicable of December 31, 2009 and 2010 and the related statements of income, changes in any event within 120 days after stockholders’ equity and cash flows for the end of each fiscal year of Borrower, an years then ended; (b) the audited consolidated balance sheet of Borrower Company and its Subsidiaries as of December 31, 2011 (the “Audited Balance Sheet,” and such date, the “Audited Balance Sheet Date”) and the related statements of income, changes in stockholders’ equity and cash flows for the fiscal year then ended; and (c) the unaudited consolidated interim balance sheet of Company and its Subsidiaries as of December 31, 2012 (the “Interim Balance Sheet”) and the related statement of income for the twelve-month period then ended (together with the Interim Balance Sheet, the “Interim Financial Statements”). The Financial Company Statements are complete and correct and have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. Each balance sheet (including any related notes) included in the Company Financial Statements presents fairly the consolidated financial position of Company and its Subsidiaries as of the close of such fiscal yeardate thereof, an audited and each income statement of operations of Borrower as of the close of such fiscal year (including any related notes) and an audited statement of cash flows flow included in the Company Financial Statements presents fairly the consolidated results of operations and cash flow, respectively, of Company and its Subsidiaries for Borrower the period set forth therein; provided, however, that the Interim Financial Statements contain all adjustments necessary for such fiscal a fair presentation, subject to normal, recurring year-end adjustments (which adjustments will not be, prepared individually or in accordance with generally accepted accounting principles consistently applied the aggregate, material), and accompanied lack footnotes. Each of the audited Company Financial Statements has been certified by Company’s independent auditor, who has expressed an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing opinion on such Company Financial Statements, and each of the financial condition of Borrower at the close of such fiscal year unaudited or Interim Financial Statements and the results of its operations during such fiscal year and accompanied Company Closing Balance Sheet (as defined in Section 8.14(a)) has been certified by a certificate of the President of Borrower and a certificate by BorrowerCompany’s independent certified public accountants, stating that to the best of the knowledge of such chief executive officer and such accountantsprincipal accounting officer. The books, as applicable, Borrower has kept, observed, performed records and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end accounts of each monthof Company and its Subsidiaries accurately and fairly reflect, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, all transactions and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence all items of footnotes income and subject expense, assets and liabilities and accruals relating to year-end adjustments), (c) as soon as available Company and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reportsits Subsidiaries, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereofapplicable.

Financial Statements and Reports. Borrower shall furnish For the past three years, FFBS and the Thrift have timely filed all regulatory documents required to Lender be filed by them, except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on FFBS; and all such documents, as finally amended, complied in all material respects with applicable requirements of applicable law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the documents referred to in the preceding sentences (ai) as soon as practicable are in accordance with FFBS's books and records and those of Thrift, which books and records are complete and accurate in any event within 120 days after all material respects and have been maintained in all material respects in accordance with applicable law, and (ii) present fairly the end consolidated financial position and the consolidated results of each fiscal year operations and cash flows of Borrower, an audited balance sheet of Borrower FFBS as of the close of such fiscal year, an audited statement of operations of Borrower as of dates and for the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared periods indicated in accordance with generally accepted accounting principles GAAP consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied periods involved (except for the absence omission of footnotes and subject notes to unaudited statements, year-end adjustmentsadjustments to interim results normal in nature and amount and changes in GAAP and except where regulatory reporting requirements provide otherwise). The audited consolidated financial statements of FFBS as of June 30, 1998 and for the two years then ended last filed by FFBS as part of a publicly available regulatory document disclose all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted), (c) as soon as available of their respective dates, of FFBS and Thrift required to be reflected in any event within 30 days after the end of each quarter (such financial statements according to GAAP, other than at year end) liabilities which are not, in the aggregate, material to FFBS and Thrift, taken as a whole, and contain in the opinion of management, adequate reserves for losses on loans and properties acquired in settlement of loans, taxes and all other material accrued liabilities and for all reasonably anticipated material losses in accordance with GAAP, if any, as of such date. Except for (i) an accounts receivable aging those liabilities that are fully reflected or reserved against on FFBS's audited consolidated balance sheet last filed by FFBS as part of Borrower as of the close of such quarter a publicly available regulatory document and (ii) a compliance certificate liabilities incurred in the ordinary course of business since the President of Borrower, stating that to the best of the knowledge date of such officeraudited consolidated balance sheet and which would not have, Borrower individually or in the aggregate, a material adverse effect on FFBS, FFBS has keptno liabilities or obligations of any nature, observedwhether absolute, performed accrued, contingent or otherwise and fulfilled each covenantwhether due or to become due, term and condition which are or would be required by GAAP to be shown on its consolidated balance sheet. 6.9 No Broker's or Finder's Fees. No agent, broker, investment banker, person or firm acting on behalf or under authority of this Agreement and the FFBS or Thrift is or will be entitled to any broker's or finder's fee or any other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (commission or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take similar fee directly or indirectly in connection therewith), (d) within 15 days, copies of with the Parent Merger or any other transaction contemplated hereby, except FFBS has engaged Trident Financial Corporation, an investment banking firm, to provide financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably requestadvisory services. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof.6.10

Financial Statements and Reports. Borrower shall furnish The Company has delivered to Lender FBHC true and complete copies of its (ai) Annual Report on Form 10-K for the year ended December 31, 1997 (the "Company Annual Report"), as soon filed with the SEC, which contains the Company's audited consolidated balance sheets as practicable of December 31, 1997 and 1996 and related consolidated statements of income, changes in any event within 120 days after shareholders' equity and cash flows for the end years ended December 31, 1997, 1996 and 1995, and (ii) Quarterly Report on Form 10-Q for the six-month period ended June 30, 1998 (the "Company Quarterly Report"), as filed with the SEC, which contains the unaudited consolidated balance sheets and related consolidated statements of each fiscal year income, changes in shareholders' equity and cash flows for the six-month periods ended June 30, 1998 and 1997. Such financial statements have been prepared from the books and records of Borrowerthe Company and its Subsidiaries, an audited balance sheet present fairly the financial position and operating results of Borrower the Company and its Subsidiaries as of the close of such fiscal year, an audited statement of operations of Borrower as of date and during the close of such fiscal year periods indicated and an audited statement of cash flows for Borrower for such fiscal year, have been prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing throughout the periods covered, except as stated therein (subject, in the case of unaudited financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountantsstatements, stating that to the best exclusion of normal year-end adjustments and footnote disclosures required by generally accepted accounting principles). The Company does not have any Liabilities of a type that should be included in or reflected in such financial statements or the knowledge notes thereto, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except (i) as to the extent disclosed or reflected in such financial statements, (ii) Liabilities incurred in the ordinary course of such officer and such accountantsbusiness since June 30, as applicable1998, Borrower has keptwhich individually or in the aggregate would not result in a Material Adverse Effect upon the Company, observed, performed and fulfilled each covenant, term and condition of or (iii) Liabilities under this Agreement and fees and expenses relating thereto. The Company Annual Report and the other Loan Documents during Company Quarterly Report did not at the preceding fiscal year respective times at which they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company Annual Report and that no Event the Company Quarterly Report comply in all material respects with the applicable requirements of Default the Exchange Act. The Company has occurred delivered to FBHC true and is continuing complete copies of all management letters delivered to the Company by PricewaterhouseCoopers LLP (or if an Event of Default has occurred and is continuing, specifying any predecessor thereto) relating to the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days internal controls of the end of each monthCompany during any period from and after December 31, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof1995.

Financial Statements and Reports. Borrower shall furnish to Lender (a) as soon as practicable and in any event within 120 ninety (90) days after the end of each fiscal year of Borrower, an audited balance sheet of Borrower as of the close of such fiscal year, an audited statement of operations of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicableofficer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 thirty (30) days of the end of each calendar month, a status report indicating the financial performance of Borrower during such month and the financial position of Borrower as of the end of such month in the format required by Lender (which format will be delivered to Borrower on a diskette), (c) within sixty (60) days of the end of each quarter, a balance sheet of Borrower as of the close of such month, quarter and a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reportsaccounts receivable agings, as Lender may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheldconsent, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s 's fiscal year, in effect on the date hereof.

Financial Statements and Reports. Beginning with the month ended May, 1992 and until such time as the Loan is no longer outstanding, Borrower shall furnish to Lender (ai) as soon as practicable within one hundred and in any event within 120 twenty (120) days after the end of each fiscal year of Borrower, an audited a consolidated balance sheet of Borrower and its Subsidiaries as of the close of such fiscal year, an audited statement statements of operations earnings and retained earnings of Borrower and its Subsidiaries as of the close of such fiscal year year, and an audited statement statements of cash flows for Borrower and its Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied applied, and accompanied by an unqualified audit report in such form as has customarily been prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year Borrower, and the results of its operations during such fiscal year and accompanied by a certificate of the President chief executive or chief financial officer of Borrower and a certificate by Borrower’s independent certified public accountants, stating that that, to the best of the knowledge of such officer and such accountants, as applicableofficer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default hereunder has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (bii) within 30 thirty (30) days of the end of each calendar month, a balance sheet sheets of Borrower as of the close of such month, a statement of operations of Borrower and its Subsidiaries as of the close of such month and a statement statements of cash flows earnings and retained earnings of Borrower and its Subsidiaries as of the time close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted on the basis of accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third partiesapplied, and (eiii) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower shall furnish to Lender (a) as soon as practicable and in any event within 120 days after the end of each fiscal year of Borrower, an audited balance sheet of Borrower as of the close of such fiscal year, an audited statement of operations of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate written calculation of the President of Borrower and a certificate by Borrower’s independent Total Net Debt Leverage Ratio certified public accountants, stating that to the best on behalf of the knowledge Borrowers by a Responsible Officer of such officer and such accountants, the Borrowers as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each monththe fiscal quarter for which such financial statements are delivered. If such calculation indicates that the Applicable Margin shall increase or decrease, a balance sheet then on the first day of Borrower the calendar month following the date of delivery of such financial statements and written calculation the Applicable Margin shall be adjusted in accordance therewith; provided, however, that if the Borrowers shall fail to deliver any such financial statements for any such fiscal quarter by the date required pursuant to Section 6.7 Financial Statements and Reports, then, at Lender’s election, effective as of the close of such month, a statement of operations of Borrower as first day of the close of such calendar month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after following the end of the fiscal quarter during which such financial statements were to have been delivered, and continuing through the first day of the calendar month following the date (if ever) when such financial statements and such written calculation are finally delivered, the Applicable Margin shall be conclusively presumed to equal Tier 1 specified in the pricing table set forth above. As of the Effective Date and for each period on or prior to the delivery of the financial statements in respect of the fiscal quarter (other ending on September 30, 2017, the Applicable Margin shall be deemed to equal Tier 2 specified in the pricing table set forth above. In the event that any financial statement delivered pursuant to Section 6.7 Financial Statements and Reports is inaccurate, and such inaccuracy, if corrected, would have led to the imposition of a higher Applicable Margin for any period than at year end) the Applicable Margin applied for that period, then (i) the Borrowers shall immediately deliver to Lender a corrected financial statement with an accounts receivable aging of Borrower as accompanying corrected written calculation certified by a Responsible Officer of the close of such quarter and Borrowers for that period, (ii) the Applicable Margin shall be determined based on the corrected calculation for that period, and (iii) the Borrowers shall immediately pay to Lender the accrued additional interest owing as a compliance certificate of the President of Borrower, stating that to the best of the knowledge result of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition increased Applicable Margin for that period. This paragraph shall survive the termination of this Agreement and until the other Loan Documents during payment in full in cash of the preceding quarter and that no Event aggregate outstanding principal balance of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereofLoans.

Financial Statements and Reports. Borrower shall furnish to Lender (ai) as soon as practicable and in any event within 120 ninety (90) days after the end of each fiscal year of BorrowerBorrower (except that with respect to the fiscal year ended December 31, 1996, the required audited statements will be delivered no later than forty-five (45) days following the execution of this Agreement), an audited balance sheet of Borrower as of the close of such fiscal year, an audited statement of operations earnings and retained earnings of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicableofficer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (bii) within 30 fifteen (15) days of the end of each calendar month, a status report indicating the financial performance of Borrower during such month and the financial position of Borrower as of the end of such month, (iii) within thirty (30) days of the end of each quarter, a balance sheet of Borrower as of the close of such month, quarter and a statement of operations earnings and retained earnings of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (eiv) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheldconsent, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, procedures in effect on the date hereof.

Financial Statements and Reports. Borrower Parent Company shall furnish to Lender (a) as soon as practicable and in any event within 120 ninety (90) days after the end of each fiscal year of BorrowerParent Company, (or within such a later period as may be granted by the Securities and Exchange Commission), an audited consolidated and consolidating balance sheet of Borrower Borrowers as of the close of such fiscal year, an audited consolidated and consolidating statement of operations of Borrower Borrowers as of the close of such fiscal year and an audited consolidated and consolidating statement of cash flows for Borrower Borrowers for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower Borrowers at the close of such fiscal year and the results of its their operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountantsParent Company, stating that to the best of the knowledge of such officer and such accountantsofficer, as applicable, each Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action such Borrower proposes to take in connection therewith), (b) within 30 thirty (30) days of the end of each calendar month, a status report indicating the financial performance of each Borrower during such month and the financial position of each Borrower as of the end of such month in the format required by Lender (which format will be delivered to Borrowers on a diskette), (c) within thirty (30) days of the end of each quarter, a consolidated and consolidating balance sheet of Borrower Borrowers as of the close of such month, quarter and a consolidated and consolidating statement of operations of Borrower Borrowers as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reportsaccounts receivable agings, as Lender may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheldconsent, no Borrower shall not modify or change any accounting policies or procedures, including such Borrower’s 's fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall furnish be required under generally accepted accounting principles consistently applied. The Company shall deliver to Lender Investors, (ai) as soon as practicable and in any event within 120 days after the end of each fiscal year of Borrowerthe Company, an audited and in any event within one hundred twenty (120) days thereafter, a consolidated balance sheet of Borrower the Company and its subsidiaries, if any, as of the close end of such fiscal year, an audited statement of operations of Borrower as of the close of such fiscal year and an audited statement consolidated statements of income, stockholders’ equity and cash flows for Borrower for such fiscal year, which year-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied and accompanied audited by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing accounting firm of national standing; (ii) as soon as practicable after the financial condition end of Borrower at the close of such each fiscal year and the results of its operations during such fiscal year and accompanied by a certificate quarter of the President of Borrower Company, and a certificate by Borrower’s independent certified public accountantsin any event within forty-five (45) days thereafter, stating that to the best an unaudited, consolidated balance sheet of the knowledge of such officer Company and such accountantsits subsidiaries, if any, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each monthsuch quarter and consolidated statements of income, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month stockholders’ equity and a statement of cash flows of Borrower as of the close of for such monthquarter, all which quarter-end financial reports shall be in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied principles; and (except for the absence of footnotes and subject to year-end adjustments), (ciii) as soon as available practicable after the end of the month, and in any event within 30 thirty (30) days after thereafter, an unaudited, consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such month and consolidated statements of income, stockholders’ equity and cash flows for such month, which month-end financial reports shall be in reasonable detail, prepared in accordance with generally accepted accounting principles. The Company will further deliver to such Investor, within thirty (30) days prior to the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect a budget and business plan for the next fiscal year, prepared on a monthly basis, including a balance sheet and statement of operations for such months and, as soon as prepared, any other budgets or revised budgets prepared by the date hereofCompany. The Company will further provide to the holders of the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock holdimnt at least three hundred thousand (300,000) Shares such monthly and quarterly reports as such holders shall reasonably require, to include revenue, cash, burn rate waterfall charts and quarterly updates.

Financial Statements and Reports. Borrower shall furnish to Lender (ai) -------------------------------- as soon as practicable and in any event within 120 one hundred twenty (120) days after the end of each Borrower's fiscal year of Borroweryear, an audited consolidated and consolidating balance sheet of Borrower Debtor Parties as of the close of such fiscal year, an audited consolidated and consolidating statement of operations earnings and retained earnings of Borrower Debtor Parties as of the close of such fiscal year and an audited consolidated and consolidating statement of cash flows for Borrower Debtor Parties for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower Debtor Parties at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and officer, such accountants, as applicable, Borrower Debtor Party has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes such Debtor Parties propose to take in connection therewith), (bii) within 30 fifteen (15) days of the end of each calendar month, a status report indicating the financial performance of each Debtor Party during such month and the financial position of each Debtor Party as of the end of such month, (iii) within thirty (30) days of the end of each quarter, a consolidated and consolidating balance sheet of Borrower Debtor Parties as of the close of such month, quarter and a consolidated and consolidating statement of operations earnings and retained earnings of Borrower Debtor Parties as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (eiv) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheldconsent, Borrower Debtor Party shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, procedures in effect on the date hereof.

Financial Statements and Reports. Borrower shall The Borrowers will promptly furnish to Lender (a) as soon as practicable and in any event within 120 days after the end of each fiscal year of Borrower, an audited balance sheet of Borrower as of the close of Banks from time to time upon request such fiscal year, an audited statement of operations of Borrower as of information regarding the close of such fiscal year business and an audited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied affairs and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, Borrowers as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detailany Bank may reasonably request, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject will furnish to year-end adjustments), (c) each Bank: Annual Financial Statements - as soon as available and in any event within 30 one hundred (100) days after the close of each fiscal year of HEC, two (2) copies of the audited consolidated balance sheet of HEC and its consolidated Subsidiaries as of the end of such fiscal year and two (2) copies of the audited consolidated statements of operations, of cash flows and changes in shareholders' equity of HEC and its consolidated Subsidiaries for such fiscal year, which fairly present the information included therein (showing any material change in the consistency of the application of accounting principles from the prior period) accompanied by an opinion without material qualification of independent certified public accountants of national repute; Quarterly Statements - as soon as available and in any event within sixty (60) days after the close of each quarter of the first three fiscal quarters of each fiscal year of HEC, two (other than 2) copies of the consolidated balance sheet of HEC and its consolidated Subsidiaries as at year end) (i) an accounts receivable aging of Borrower as of the close of such fiscal quarter, and two (2) copies of the consolidated statements of operations and of cash flows of HEC and its consolidated Subsidiaries for such fiscal quarter and (ii) a compliance certificate for the portion of HEC's fiscal year ended at the end of such fiscal quarter, all in such detail as the Required Banks may reasonably request and certified by an Authorized Person of HEC as complete and correct and that the quarterly financial statements were prepared on the same accounting basis as the annual financial statements; Audit Reports - promptly upon receipt thereof, one copy of each other report submitted to HEC by independent accountants in connection with any annual, interim or special audit made by them of the President books of BorrowerHEC, stating that to the best of the knowledge of such officerincluding, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, comment letter submitted by such accountants to management in effect on the date hereof.connection with such audit;

Financial Statements and Reports. Borrower Holding shall furnish to Lender (ai) as soon as practicable and in any event within 120 ninety (90) days after the end of each Holding's fiscal year of Borroweryear, an audited consolidated and consolidating balance sheet of Borrower Borrowers as of the close of such fiscal year, an audited consolidated and consolidating statement of operations earnings and retained earnings of Borrower Borrowers as of the close of such fiscal year and an audited consolidated and consolidating statement of cash flows for Borrower Borrowers for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant reasonably acceptable to Lender showing the financial condition of Borrower Borrowers at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountantsHolding, stating that to the best of the knowledge of such officer and officer, such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes such Borrowers propose to take in connection therewith), (bii) within 30 twenty (20) days of the end of each calendar month, a status report indicating the financial performance of each Borrower during such month and the financial position of each Borrower as of the end of such month, (iii) within forty-five (45) days of the end of each quarter, a consolidated and consolidating balance sheet of Borrower Borrowers as of the close of such month, quarter and a consolidated and consolidating statement of operations earnings and retained earnings of Borrower Borrowers as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (eiv) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof.

Financial Statements and Reports. Until such time as the Loan is no longer outstanding, Borrower shall furnish to Lender Lender: (ai) as soon as practicable and in any event within 120 one hundred twenty (120) days after the end of each fiscal year of Borrower, an audited consolidating and consolidated balance sheet of Borrower and the Subsidiaries as of the close of such fiscal year, an audited consolidated and consolidating income statement of operations Borrower and the Subsidiaries for such fiscal year, and audited consolidating and consolidated statements of cash flows for Borrower and the Subsidiaries for such fiscal year, all in reasonable detail, prepared in accordance with GAAP consistently applied, and in such form as has customarily been prepared by Borrower; (ii) within forty-five (45) days of the end of each of the first three calendar quarters of each fiscal year, unaudited consolidating and consolidated balance sheets of Borrower and the Subsidiaries as of the close of such fiscal year quarter, and an audited unaudited consolidating and consolidated income statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountantsthe Subsidiaries for such quarter, stating that to the best and unaudited consolidating and consolidated statements of the knowledge of such officer and such accountants, as applicable, cash flow for Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of Subsidiaries for such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially on the basis of GAAP consistently applied, together with a certificate signed by Borrower's Chief Financial Officer (and Borrower's auditors solely with respect to the information set forth in accordance with generally accepted accounting principles consistently applied (except for Section 4.06(i) that such auditors, in the absence normal scope of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President its audit of Borrower, stating that did not discover to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (be in default or if an Event of Default has occurred Default) confirming the Borrower's compliance (or lack thereof) with all the terms and is continuing, specifying conditions of the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), Loan Documents; (diii) within 15 days, copies of any other financial reports delivered notice from any governmental authority to Borrower or any third partiesSubsidiary that could reasonably be expected to have a material adverse effect on Borrower or such Subsidiary; (iv) copies of any notices and certificates including without limitation, borrowing base certificates and covenant compliance certificates, provided by Borrower to Senior Lender; and (ev) with reasonable promptness, such other data relating to the business, operations, properties or financial data, including without limitation, inventory reports, condition of Borrower and the Subsidiaries as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower shall furnish to Lender (ai) as soon as practicable and in any event within 120 ninety (90) days after the end of each fiscal year of Borrower, an audited balance sheet of Borrower as of the close of such fiscal year, an audited statement of operations earnings and retained earnings of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles GAAP consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicableofficer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (bii) within 30 thirty (30) days of the end of each calendar month, a status report indicating the financial performance of Borrower during such month and the financial position of Borrower as of the end of such month in the format required by Lender (which format will be delivered to Borrower on a diskette), (iii) within thirty (30) days of the end of each quarter, other than the fourth quarter, a balance sheet of Borrower as of the close of such month, quarter and a statement of operations earnings and retained earnings of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles GAAP consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (eiv) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheldconsent, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, procedures in effect on the date hereof.

Financial Statements and Reports. Borrower shall furnish to Lender Lenders (a) as soon as practicable and in any event within 120 ninety (90) days after the end of each fiscal year of Borrower, an audited a consolidated balance sheet of Borrower as of the close of such fiscal year, an audited a consolidated statement of operations earnings and retained earnings of Borrower as of the close of such fiscal year and an audited a consolidated statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared ("GAAP"), audited by an independent certified public accountant acceptable to Lender showing the financial condition and certified by an officer of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter fiscal year and that no Event of Default Default, as herein defined, has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower has taken or proposes to take in connection therewith), (db) within 15 daystwenty (20) days of the end of each calendar month, copies a balance sheet of any other Superior as of the close of such month and a statement of earnings and retained earnings of Superior as of the close of such month, all in reasonable detail (including year-to-date financial reports delivered information), and prepared substantially in accordance with GAAP (except for the absence of footnotes and subject to any third partiesyear-end adjustments), (c) within forty-five (45) days of the end of each fiscal quarter, a Form 10-Q prepared in compliance with applicable securities laws with respect to Borrower, and (ed) with reasonable promptness, such other financial datadata as Lender may reasonably request, including without limitation, inventory reportsthe "Closing Financial Statements" as defined in that certain Agreement and Plan of Merger Agreement dated March 7, 1997, by and among Borrower, DynaGen Acquisition Corp., Superior and the shareholders of Superior, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on amended (the date hereof"Plan of Merger").

Financial Statements and Reports. (a) Borrower shall furnish has delivered to Lender (ai) as soon as practicable and in any event within 120 days after the end of each fiscal year audited financial statements of Borrower, an audited including the notes thereto, consisting of the consolidated and consolidating balance sheet of Borrower as of December 31, 2000, and the close related consolidated and consolidating statements of income, retained earnings, cash flows and stockholders' equity for the fiscal year ended on such date, in each case (A) setting forth comparative figures for the preceding fiscal year, an audited statement (B) accompanied by related management letters and reports thereon containing opinions without qualification by Ernst & Young, LLP, and (C) certified by Borrower's chief financial officer, and (ii) the unaudited financial statements of operations Borrower, including the notes thereto, consisting of the consolidated and consolidating balance sheet of Borrower as of May 31, 2001, and the close related consolidated and consolidating statements of income, retained earnings, cash flows and stockholders' equity for the fiscal quarter ended on such date and for the period from the beginning of the fiscal year to such date, in each case (A) setting forth comparative figures for the preceding fiscal quarter and an audited statement of cash flows for Borrower for such the corresponding fiscal quarter and period in the preceding fiscal year, and (B) certified by Borrower's chief financial officer. All such financial statements are referred to herein as the "HISTORICAL FINANCIAL STATEMENTS." The Historical Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP consistently applied with prior periods (except to the extent provided in the notes to said Financial Statements), and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing present fairly the consolidated and consolidating financial condition position of Borrower at the close of such fiscal year dates and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during changes in its stockholders' equity for such periods, subject however, in the preceding fiscal year and that no Event case of Default has occurred and is continuing (or if an Event of Default has occurred and is continuinginterim statements, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to normal year-end adjustments). Since such Historical Financial Statements, (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower there has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that been no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereofMaterial Adverse Change.

Financial Statements and Reports. Borrower shall furnish For the past three years, Bancorp and the Bancorp Subsidiaries have timely filed all Regulatory Documents required to Lender be filed by them, except to the extent that all failures to so file, in the aggregate, would not have a Bancorp Material Adverse Effect; and all such documents, as finally amended, complied in all material respects with applicable requirements of Applicable Law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the documents referred to in the preceding sentences (ai) as soon as practicable are in accordance with Bancorp's books and records and those of any of the Bancorp Subsidiaries, which books and records are complete and accurate in any event within 120 days after all material respects and have been maintained in all material respects in accordance with Applicable Law, and (ii) present fairly the end consolidated financial position and the consolidated results of each fiscal year operations and cash flows of Borrower, an audited balance sheet of Borrower Bancorp as of the close of such fiscal year, an audited statement of operations of Borrower as of dates and for the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared periods indicated in accordance with generally accepted accounting principles GAAP consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied periods involved (except for the absence omission of footnotes and subject notes to unaudited statements, year-end adjustmentsadjustments to interim results normal in nature and amount and changes in GAAP and except where regulatory reporting requirements provide otherwise). The audited consolidated financial statements of Bancorp as of December 31, 1996 and for the three years then ended last filed by Bancorp as part of a publicly available Regulatory Document disclose all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted), (c) as soon as available of their respective dates, of Bancorp and the Bancorp Subsidiaries required to be reflected in any event within 30 days after the end of each quarter (such financial statements according to GAAP, other than at year end) liabilities which are not, in the aggregate, material to Bancorp and the Bancorp Subsidiaries, taken as a whole, and contain in the opinion of management, adequate reserves for losses on loans and properties acquired in settlement of loans, Taxes and all other material accrued liabilities and for all reasonably anticipated material losses in accordance with GAAP, if any, as of such date. Except for (i) an accounts receivable aging those liabilities that are fully reflected or reserved against on Bancorp's audited consolidated balance sheet last filed by Bancorp as part of Borrower as of the close of such quarter a publicly available Regulatory Document and (ii) a compliance certificate liabilities incurred in the ordinary course of business since the President of Borrower, stating that to the best of the knowledge date of such officeraudited consolidated balance sheet and which would not have, Borrower individually or in the aggregate, a Bancorp Material Adverse Effect, Bancorp has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (liabilities or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies obligations of any other financial reports delivered nature, whether absolute, accrued, contingent or otherwise and whether due or to any third partiesbecome due, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not are or would be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect required by GAAP to be shown on the date hereofits consolidated balance sheet.

Financial Statements and Reports. Borrower shall furnish to Lender (a) as soon as practicable and in any event within 120 one hundred twenty (120) days after the end of each fiscal year of Borrower, an audited balance sheet of Borrower as of the close of such fiscal year, an audited statement of operations of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicableofficer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 thirty (30) days of the end of each calendar month, a status report indicating the financial performance of Borrower during such month and the financial position of Borrower as of the end of such month in the format required by Lender (which format will be delivered to Borrower on a diskette), (c) within forty-five (45) days of the end of each quarter, a balance sheet of Borrower as of the close of such month, quarter and a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reportsaccounts receivable agings, as Lender may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheld(except as required by FASB), Borrower shall not modify or change any accounting policies or procedures, including Borrower’s 's fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower and Guarantor shall furnish to Lender (ai) as soon as practicable and in any event within 120 one hundred eighty (180) days after the end of each fiscal year of BorrowerBorrower and Guarantor, an audited (unaudited with respect to Guarantor) balance sheet of Borrower and Guarantor as of the close of such fiscal year, an audited (unaudited with respect to Guarantor) statement of operations earnings and retained earnings of Borrower and Guarantor as of the close of such fiscal year and an audited (unaudited with respect to Guarantor) statement of cash flows for Borrower and Guarantor for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by the accounting firm of Coopers & Lybrxxx xx an independent certified public accountant selected by Borrower and acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountantsGuarantor, stating that to the best of the knowledge of such officer and such accountants, as applicableofficer, Borrower and Guarantor has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower and Guarantor proposes to take in connection therewith), (bii) within 30 twenty (20) days of the end of each calendar month, a status report indicating the financial performance of Borrower during such month and the financial position of Borrower as of the end of such month, (iii) within thirty (30) days of the end of each quarter, a balance sheet of Borrower and Guarantor as of the close of such month, quarter and a statement of operations earnings and retained earnings of Borrower and Guarantor as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (eiv) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower shall furnish For the past three -------------------------------- years, Bancorp and the Bancorp Subsidiaries have timely filed all Regulatory Documents required to Lender be filed by them, except to the extent that all failures to so file, in the aggregate, would not have a Bancorp Material Adverse Effect; and all such documents, as finally amended, complied in all material respects with applicable requirements of Applicable Law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the documents referred to in the preceding sentences (ai) as soon as practicable are in accordance with Bancorp's books and records and those of any of the Bancorp Subsidiaries, which books and records are complete and accurate in any event within 120 days after all material respects and have been maintained in all material respects in accordance with Applicable Law, and (ii) present fairly the end consolidated financial position and the consolidated results of each fiscal year operations and cash flows of Borrower, an audited balance sheet of Borrower Bancorp as of the close of such fiscal year, an audited statement of operations of Borrower as of dates and for the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared periods indicated in accordance with generally accepted accounting principles GAAP consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied periods involved (except for the absence omission of footnotes and subject notes to unaudited statements, year-end adjustmentsadjustments to interim results normal in nature and amount and changes in GAAP and except where regulatory reporting requirements provide otherwise). The audited consolidated financial statements of Bancorp as of December 31, 1996 and for the three years then ended last filed by Bancorp as part of a publicly available Regulatory Document disclose all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted), (c) as soon as available of their respective dates, of Bancorp and the Bancorp Subsidiaries required to be reflected in any event within 30 days after the end of each quarter (such financial statements according to GAAP, other than at year end) liabilities which are not, in the aggregate, material to Bancorp and the Bancorp Subsidiaries, taken as a whole, and contain in the opinion of management, adequate reserves for losses on loans and properties acquired in settlement of loans, Taxes and all other material accrued liabilities and for all reasonably anticipated material losses in accordance with GAAP, if any, as of such date. Except for (i) an accounts receivable aging those liabilities that are fully reflected or reserved against on Bancorp's audited consolidated balance sheet last filed by Bancorp as part of Borrower as of the close of such quarter a publicly available Regulatory Document and (ii) a compliance certificate liabilities incurred in the ordinary course of business since the President of Borrower, stating that to the best of the knowledge date of such officeraudited consolidated balance sheet and which would not have, Borrower individually or in the aggregate, a Bancorp Material Adverse Effect, Bancorp has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (liabilities or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies obligations of any other financial reports delivered nature, whether absolute, accrued, contingent or otherwise and whether due or to any third partiesbecome due, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not are or would be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect required by GAAP to be shown on the date hereofits consolidated balance sheet.

Financial Statements and Reports. Borrower shall furnish to Lender (a) as soon as practicable and in any event within 120 ninety (90) days after the end of each fiscal year of Borrower, an audited unaudited balance sheet of Borrower as of the close of such fiscal year, an audited unaudited statement of operations of Borrower as of the close of such fiscal year and an audited unaudited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President President, Chief Executive Officer or Chief Financial Officer of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicableofficer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) as soon as practicable and in any event within 30 one hundred fifty (150) days of after the end of each monthfiscal year of Borrower, a an audited balance sheet of Borrower as of the close of such monthfiscal year, a an audited statement of operations of Borrower as of the close of such month fiscal year and a an audited statement of cash flows of for Borrower as of the close of for such monthfiscal year, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for and accompanied by an audit report prepared by an independent certified public accountant acceptable to Lender showing the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging financial condition of Borrower as of at the close of such quarter fiscal year and (ii) the results of its operations during such fiscal year and accompanied by a compliance certificate of the President President, Chief Executive Officer or Chief Financial Officer of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof.has

Financial Statements and Reports. Borrower shall furnish to Lender 40- (a) The audited consolidated financial statements as soon of and for the year ended December 31, 2011, and unaudited consolidated financial statements as practicable of and for the nine months ended September 30, 2012 and the year ended December 31, 2012, of the Company and its subsidiaries included or incorporated by reference in any event within 120 days after the end SEC Filings, are referred to herein as the “Public Financial Statements.” The Public Financial Statements (A) comply in all material respects with the applicable requirements under the Exchange Act and the rules and regulations of each fiscal year the SEC thereunder, (B) present fairly in all material respects the consolidated financial position, results of Borrower, an audited balance sheet operations and cash flows of Borrower the Company and its subsidiaries on the basis stated therein as of the close of such fiscal yeardates and for the applicable periods, an audited statement of operations of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, (C) have been prepared in accordance with generally accepted accounting principles GAAP consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing for the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountantsperiods involved, stating that except to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), extent disclosed therein. (b) within 30 days As of the end Closing Date, the Pre-Closing Financial Statements (i) comply in all material respects with the instructions and guidelines promulgated by the Office of the United States Trustee for the preparation of monthly operating reports for business by debtors, (ii) present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries, the financial position, results of operations and cash flows of the Company and each month, a balance sheet of Borrower its subsidiaries individually and each segment of the Business described in clauses (i) through (iv) of Section 8.1(c) (as applicable) on the basis stated therein as of the close of such month, a statement of operations of Borrower as of dates and for the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detailapplicable periods, and (iii) have been prepared substantially in accordance with generally accepted accounting principles GAAP consistently applied (except for the absence of footnotes and subject periods involved, except to year-end adjustments), the extent disclosed therein. (c) as soon as available and in any event within 30 days after the end The Sellers maintain systems of each quarter (other than at year end) accounting controls sufficient to provide reasonable assurances that (i) an accounts receivable aging of Borrower as of the close of such quarter transactions are executed in accordance with management’s general or specific authorization and (ii) a compliance certificate transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets and liabilities. Neither the Sellers nor any Representatives of the President Sellers (including in their capacities as Representatives of Borrowerthe Joint Venture) have received any material complaint, stating that allegation, assertion or claim in writing regarding deficiencies in the account or auditing practices, procedures, methodologies or methods of any Seller or the Joint Venture, and, to the best Knowledge of the knowledge Sellers, no such complaint, allegation, assertion or claim has been threatened against the Company of such officerany of its subsidiaries. The Sellers have not received any written report of any significant deficiencies or material weaknesses in the design or operation of the Sellers’ internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) with respect to its financial statements as of and for the year ended December 31, Borrower has kept, observed, performed 2012. 5.5 Ordinary Course Operation of the Business; No Undisclosed Liabilities. (a) Except as ordered by the Bankruptcy Court and fulfilled each covenant, term and condition of this Agreement and disclosed in the other Loan Documents during filings made by the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying Sellers with the nature of same, the period of existence of same and the action Borrower proposes to take Bankruptcy Court in connection therewith)with the -41- Bankruptcy Case on or before the Effective Date, since the Petition Date, each Seller has conducted its business (including the Business) and owned and operated the Purchased Assets in the ordinary course of business. (b) Except as set forth on Section 5.5(b) of the Seller Disclosure Schedule, there are no Liabilities related to the Business that would be Assumed Liabilities that would be required by GAAP to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for (i) Liabilities included or reserved against in the Public Financial Statements or disclosed in the notes thereto, (dii) within 15 daysLiabilities incurred in the ordinary course of business, copies of any other financial reports delivered or (iii) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably requesthave a Seller Material Adverse Effect. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof.5.6

Financial Statements and Reports. Borrower shall furnish (i) Neither the Seller nor its Subsidiary is or has been subject to Lender Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and neither has not been required to file reports thereunder with the U.S. Securities and Exchange Commission ("SEC") or other Federal agency. Seller has previously delivered to Purchaser copies of (a) the Consolidated Financial Statements of Seller and its Subsidiary as soon as practicable of December 31, 1995 and 1994 and the years then ended, including Consolidated Balance Sheets, Consolidated Statements of Income and related Consolidated Statements of Changes in Stockholder Equity, and Cash Flows and Notes thereto, accompanied by the audit report of Shxxxxxxx, MaxXxxx & Company, P.C., independent public accountants with respect to Seller. As of their respective dates, neither such financial statements, nor any event within 120 days after subsequent Seller or Seller Bank financial statements, Seller or Seller Bank regulatory reports or other document filed subsequent to December 31, 1995 with the end Federal Reserve Board, the OCC or FDIC, contained or will contain any untrue statement of each fiscal year a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of Borrowerthe circumstances under which they were made, an audited balance sheet not misleading. The December 31, 1995 Consolidated Balance Sheet of Borrower Seller (including related notes where applicable) fairly presents the consolidated financial position of Seller and its subsidiaries as of the close date thereof, and the other financial statements referred to in this Section 2.01(g) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 4.14 hereof will fairly present (subject, in the case of such unaudited statements, to recurring audit adjustments normal in nature and amount), and the results of the consolidated income and other financial statements of Seller and Subsidiary for the respective fiscal year, an audited statement of operations of Borrower periods or other Federal agency as of the close respective dates therein set forth; each of such fiscal year statements (including the related notes, where applicable) comply, and an audited the financial statements referred to in Section 4.14 hereof will comply, in all material respects with applicable accounting requirements and each such statement of cash flows for Borrower for such fiscal year(including the related notes, where applicable) has been, and the financial statements referred to in Section 4.14 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year periods involved. The books and that no Event records of Default has occurred Seller and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detailSeller Bank have been, and prepared substantially are being, maintained in all material respects in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes GAAP and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, applicable legal and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereofrequirements and reflect only actual transactions.

Financial Statements and Reports. Borrower shall furnish DPRC has made available to Lender SPC true -------------------------------- and complete copies of (ai) DPRC's Annual Report on Form 10-K for the fiscal year ended July 31, 1997 (the "DPRC 10-K") as soon as practicable filed with the SEC, (ii) DPRC's --------- Quarterly Reports on Form 10-Q for the quarters ended October 31, 1997, January 31, 1998 and in Xxxxx 00, 0000, (xxx) DPRC's proxy statement relating to the annual meeting of its shareholders held on December 17, 1997, and (iv) all other reports, statements and registration statements (including Current Reports on Form 8-K, but excluding any event within 120 days after preliminary proxy material), if any, filed by DPRC with the end of each fiscal year of Borrower, an audited balance sheet of Borrower as SEC pursuant to the Exchange Act subsequent to the filing of the close DPRC 10-K. The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or schedules or other information incorporated by reference therein) are referred to in this Agreement as the "DPRC SEC Filings." As of the ---------------- respective times such fiscal yeardocuments were filed or, an audited statement as applicable, became effective, the DPRC SEC Filings complied as to form and content, in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, except such noncompliance which, in the aggregate, would not have a material adverse effect on the financial condition and results of operations of Borrower DPRC and its Subsidiaries, taken as a whole, and, taken as a whole, the DPRC SEC Filings do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the close circumstances under which they were made, not misleading. The financial statements of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, DPRC included in the DPRC SEC Filings were prepared in accordance with generally accepted accounting principles consistently (as in effect from time to time) applied on a consistent basis and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing (except as may be indicated therein or in the notes thereto) present fairly the consolidated financial condition of Borrower at the close of such fiscal year and the position, results of operations and cash flows of DPRC and its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower consolidated subsidiaries as of the close of such month, a statement of operations of Borrower as of the close of such month dates and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence periods indicated therein, subject, in the case of footnotes and subject unaudited interim consolidated financial statements, to normal recurring year-end adjustments), (c) as soon as available adjustments and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereofadjustments described therein.

Financial Statements and Reports. Borrower shall furnish to Lender (ai) as soon as practicable and in any event within 120 ninety (90) days after the end of each fiscal year of Borrower, an audited balance sheet of Borrower as of the close of such fiscal year, an audited statement of operations earnings and retained earnings of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicableofficer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (bii) within 30 fifteen (15) days of the end of each calendar month, a status report indicating the financial performance of Borrower during such month and the financial position of Borrower as of the end of such month, (iii) within thirty (30) days of the end of each quarter, a balance sheet of Borrower as of the close of such month, quarter and a statement of operations earnings and retained earnings of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (eiv) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheldconsent, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, procedures in effect on the date hereofhereof in any material respect.

Financial Statements and Reports. Borrower shall furnish to Lender (ai) as soon as practicable and in any event within 120 one hundred twenty (120) days after the end of each fiscal year of Borrower, an audited balance sheet of Borrower as of the close of such fiscal year, an audited statement of operations earnings and retained earnings of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles GAAP consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicableofficer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (bii) within 30 thirty (30) days of the end of each calendar month, a status report indicating the financial performance of Borrower during such month and the financial position of Borrower as of the end of such month in the format required by Lender (which format will be delivered to Borrower on a diskette), (iii) within forty-five (45) days of the end of each quarter, a balance sheet of Borrower as of the close of such month, quarter and a statement of operations earnings and retained earnings of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles GAAP consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (eiv) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower shall furnish to Lender (a) as soon as practicable The financial statements of the Company and its Subsidiaries included in any event within 120 days after the end of each Company's filings with the SEC for the last three (3) fiscal year of Borroweryears, an the audited balance sheet of Borrower financial statements as of December 31, 2002 and for the close year ended December 31, 2002 and the unaudited financial statements of such fiscal yearFebruary 28, an audited statement of operations of Borrower 2003 and for the two months then ended (including the related notes) complied as to form, as of their respective dates of filing with the close SEC, if applicable, in all material respects with applicable accounting requirements and the published rules and regulations of such fiscal year and an audited statement of cash flows for Borrower for such fiscal yearthe SEC with respect thereto (including, without limitation, Regulation S-X), have been prepared in accordance with generally accepted accounting principles consistently in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC) applied on a consistent basis during the periods and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial condition of Borrower the Company and its Subsidiaries at the close of such fiscal year dates thereof and the consolidated results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence periods then ended (subject, in the case of footnotes unaudited statements, to notes and subject to normal year-end adjustmentsaudit adjustments that were not material in amount or effect). Except (A) as reflected in the Company's audited financial statements at December 31, 2002 (the "Most Recent Financial Statements") or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (B) for liabilities incurred in the ordinary course of business since December 31, 2002 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither the Company nor any of its Subsidiaries has any material liabilities or obligations of any nature. Deloitte & Touche LLP, who have expressed their opinion with respect to the audited financial statements of the Company and its Subsidiaries included in the Company's filings with the SEC (including the related notes), (c) are independent public or certified public accountants as soon as available and in any event within 30 days after required by the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement Securities Act and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereofExchange Act.

Financial Statements and Reports. Borrower shall furnish For the past five years, the -------------------------------- Company and the Company Subsidiaries have timely filed all reports and documents required to Lender be filed by them with the FRB, the Division or the FDIC under various financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on the business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein or in Section 2.4 to Schedule I, all financial statements and schedules included in the documents referred to in the preceding sentences (aor to be included in similar documents to be filed after the date hereof) as soon as practicable (i) are or will be (with respect to financial statements in respect of periods ending after December 31, 1997) in accordance with the Company's books and records and those of any of the Company Subsidiaries, and (ii) present (and in any event within 120 days the case of financial statements in respect of periods ending after December 31, 1997, will present) fairly the end of each fiscal year of Borrower, an audited consolidated balance sheet and the consolidated statements of Borrower operations, stockholders' equity and cash flows of the Company and the Company Subsidiaries as of the close of such fiscal year, an audited statement of operations of Borrower as of dates and for the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared period indicated in accordance with generally accepted accounting principles consistently applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements, year end adjustments to interim results and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable changes to Lender showing generally accepted accounting principles). The consolidated financial statements of the financial condition of Borrower Company at December 31, 1997 and for the close of such fiscal year then ended and the results consolidated financial statements for all periods thereafter up to the Closing reflect or will reflect, as the case may be, all liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of its operations during such fiscal year and accompanied by a certificate when asserted) of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement Company and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes Company Subsidiaries required to take be reflected in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with financial statements according to generally accepted accounting principles consistently applied (except and contain or will contain adequate reserves for the absence losses on loans and properties acquired in settlement of footnotes loans, taxes and subject all other material accrued liabilities and for all reasonably anticipated material losses, if any as of such date. There exists no set of circumstances that could reasonably be expected to year-end adjustments), (c) as soon as available and result in any event within 30 days liability or obligation material to the Company or the Company Subsidiaries, taken as a whole, except as disclosed in such consolidated financial statements at December 31, 1997 or for transactions effected or actions occurring or omitted to be taken after the end of each quarter (other than at year end) December 31, 1997 (i) an accounts receivable aging in the ordinary course of Borrower as of the close of such quarter and business, or (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of as permitted by this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reports, as Lender may reasonably request. Without Lender’s prior written consent which shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, in effect on the date hereofAgreement.

Financial Statements and Reports. Borrower Parent shall furnish to Lender (a) as soon as practicable and in any event within 120 one hundred twenty (120) days after the end of each Parent's fiscal year of Borroweryear, an audited consolidated and consolidating balance sheet of Borrower Borrowers as of the close of such fiscal year, an audited consolidated and consolidating statement of operations of Borrower Borrowers as of the close of such fiscal year and an audited consolidated and consolidating statement of cash flows for Borrower Borrowers for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant mutually acceptable to Borrower and Lender showing the financial condition of Borrower Borrowers at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountantsParent, stating that to the best of the knowledge of such officer and officer, such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes such Borrowers propose to take in connection therewith), (b) within 30 thirty (30) days of the end of each calendar month, a status report indicating the financial performance of each Borrower during such month and the financial position of each Borrower as of the end of such month, (c) within thirty (30) days of the end of each quarter, a consolidated and consolidating balance sheet of Borrower Borrowers as of the close of such month, quarter and a consolidated and consolidating statement of operations of Borrower Borrowers as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 fifteen (15) days, copies of any other financial reports delivered to any third parties, and (e) with reasonable promptness, such other financial data, including without limitation, inventory reportsaccounts receivable agings, as Lender may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheldconsent, no Borrower shall not modify or change any accounting policies or procedures, including such Borrower’s 's fiscal year, in effect on the date hereof.

Financial Statements and Reports. Borrower shall furnish to Lender (ai) -------------------------------- as soon as practicable and in any event within 120 ninety (90) days after the end of each fiscal year of Borrowerthe CIC Entities, an audited a consolidated or combined balance sheet of Borrower the CIC Entities as of the close of such fiscal year, an audited a consolidated or combined statement of operations earnings and retained earnings of Borrower the CIC Entities as of the close of such fiscal year and an audited a consolidated or combined statement of cash flows for Borrower the CIC Entities for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared ("GAAP"), audited by an independent certified public accountant reasonably acceptable to Lender showing the financial condition and certified by an officer of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied accompained by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountantsofficer, as applicable, Borrower each of the CIC Entities has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents to which it is a party during the preceding fiscal year and that no Event of Default Default, as herein defined, has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes taken or proposed to take be taken in connection therewith), (bii) within 30 fifteen (15) days of after the end of each calendar month, a consolidated or combined balance sheet of Borrower as of the close of such month, a statement of operations of Borrower CIC Entities as of the close of such month and a consolidated or combined statement of cash flows earnings and retained earnings of Borrower the CIC Entities as of the close of such month, all in reasonable detaildetail (including financial information for the preceding six (6) months), and prepared substantially in accordance with generally accepted accounting principles consistently applied GAAP (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (eiii) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s 's prior written consent which consent, none of the CIC Entities shall not be unreasonably withheld, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, procedures in effect on the date hereof.

Financial Statements and Reports. Borrower shall furnish to Lender Lenders (a) as soon as practicable and in any event within 120 ninety (90) days after the end of each fiscal year of Borrower, an audited a consolidated balance sheet of Borrower as of the close of such fiscal year, an audited a consolidated statement of operations earnings and retained earnings of Borrower as of the close of such fiscal year and an audited a consolidated statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared ("GAAP"), audited by an independent certified public accountant acceptable to Lender showing the financial condition and certified by an officer of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicable, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (b) within 30 days of the end of each month, a balance sheet of Borrower as of the close of such month, a statement of operations of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter fiscal year and that no Event of Default Default, as herein defined, has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower has taken or proposes to take in connection therewith), (db) within 15 daystwenty (20) days of the end of each calendar month, copies a balance sheet of any other Borrower as of the close of such month and a statement of earnings and retained earnings of Borrower as of the close of such month, all in reasonable detail (including year-to-date financial reports delivered information), and prepared substantially in accordance with GAAP (except for the absence of footnotes and subject to any third partiesyear-end adjustments), (c) within forty-five (45) days of the end of each fiscal quarter, a Form 10-Q prepared in compliance with applicable securities laws with respect to Borrower, and (ed) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s prior written consent which ; provided, that Lender shall not be unreasonably withheld, agree to satisfactory confidentiality provisions respecting any such financial data as Borrower shall not modify or change any accounting policies or procedures, may deem necessary for compliance with Borrower's obligations including without limitation Borrower’s fiscal year, in effect on 's compliance with the date hereof.provisions of Regulation F-D.

Financial Statements and Reports. Borrower shall furnish to Lender (ai) as soon as practicable and in any event within 120 ninety (90) days after the end of each fiscal year of Borrower, an audited balance sheet of Borrower as of the close of such fiscal year, an audited statement of operations earnings and retained earnings of Borrower as of the close of such fiscal year and an audited statement of cash flows for Borrower for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by an unqualified audit report prepared by an independent certified public accountant acceptable to Lender showing the financial condition of Borrower at the close of such fiscal year and the results of its operations during such fiscal year and accompanied by a certificate of the President of Borrower and a certificate by Borrower’s independent certified public accountants, stating that to the best of the knowledge of such officer and such accountants, as applicableofficer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding fiscal year and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (bii) within 30 twenty (20) days of the end of each calendar month, a status report indicating the financial performance of Borrower during such month and the financial position of Borrower as of the end of such month, (iii) within forty-five (45) days of the end of each quarter, a balance sheet of Borrower as of the close of such month, quarter and a statement of operations earnings and retained earnings of Borrower as of the close of such month and a statement of cash flows of Borrower as of the close of such monthquarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to year-end adjustments), (c) as soon as available and in any event within 30 days after the end of each quarter (other than at year end) (i) an accounts receivable aging of Borrower as of the close of such quarter and (ii) a compliance certificate of the President of Borrower, stating that to the best of the knowledge of such officer, Borrower has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement and the other Loan Documents during the preceding quarter and that no Event of Default has occurred and is continuing (or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action Borrower proposes to take in connection therewith), (d) within 15 days, copies of any other financial reports delivered to any third parties, and (eiv) with reasonable promptness, such other financial data, including without limitation, inventory reports, data as Lender may reasonably request. Without Lender’s 's prior written consent which shall not be unreasonably withheldconsent, Borrower shall not modify or change any accounting policies or procedures, including Borrower’s fiscal year, procedures in effect on the date hereof.