Common use of Statements as to Compliance; Financial Statements Clause in Contracts

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Backup Servicer, the Borrower and the Lenders on or before March 31st of each year, beginning with 2008, an Officer’s Certificate stating, as to each signatory thereof, that (x) a review of the activities of the Servicer during the preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 in the case of the first such review) and of its performance under this Agreement has been made under such officer’s supervision, and (y) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower and the Lenders, on or before March 31st of each year, beginning 2008, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Lenders, to the effect that such firm has examined such Facility Limit Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed in the Accountant’s Report, no exceptions or errors in the Facility Limit Certificates and Monthly Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of the Borrower or Resource America, the Borrower shall deliver to the Lenders two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, and has been prepared in accordance with GAAP consistently applied; and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such calendar quarter setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, and have been prepared in accordance with GAAP consistently applied. (d) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator and Servicer) for such calendar quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (e) As soon as available and no later than ninety (90) days after the end of each fiscal year of the Borrower or Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur).

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Backup Servicer, the Borrower and the Lenders Lender on or before March 31st of each year, beginning with 20082007, an Officer’s Officers’ Certificate stating, as to each signatory thereof, that (x) a review of the activities of the Servicer during the preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 2006 in the case of the first such review) and of its performance under this Agreement has been made under such officer’s supervision, and (y) to the best of such officer’s officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer officers and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders Lender (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower and the LendersLender, on or before March 31st of each year, beginning 20082007, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the LendersLender, to the effect that such firm has examined such Facility Limit Borrowing Base Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed in the Accountant’s Report, no exceptions or errors in the Facility Limit Borrowing Base Certificates and Monthly Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of the Borrower or Resource America, the Borrower shall deliver to the Lenders Lender two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, and has been prepared in accordance with GAAP consistently applied; and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such calendar quarter setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, and have been prepared in accordance with GAAP consistently applied. (d) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders Lender two copies of: (i) a consolidated balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator and Servicer) for such calendar quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (e) As soon as available and no later than ninety (90) days after the end of each fiscal year of the Borrower or Resource America, LEAF Financial shall deliver to the Lenders Lender two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Lender stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Lender stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders Lender two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Lender stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Lender stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur).

Statements as to Compliance; Financial Statements. (a) The Servicer Borrower shall deliver to the Agent, the Backup Servicer, the Borrower and the Lenders Lender on or before March 31st January 15 of each year, beginning with January 15, 2008, an Officer’s Officers’ Certificate stating, as to each signatory thereof, that (x) a review of the activities of the Servicer Borrower during the preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 in the case of the first such review) and of its performance under this Agreement has been made under such officer’s supervision, and (y) to the best of such officer’s officers’ knowledge, based on such review, the Servicer Borrower has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer officers and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower and the Lenders, on or before March 31st of each year, beginning 2008, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Lenders, to the effect that such firm has examined such Facility Limit Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed in the Accountant’s Report, no exceptions or errors in the Facility Limit Certificates and Monthly Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) As soon as available and no later than forty-five thirty (4530) days after the end of each calendar quarter in each fiscal year of the Borrower or Resource AmericaBorrower, the Borrower shall deliver to the Lenders Lender, the Backup Servicer and the Agent two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited a comparable balance sheet has been prepared, which balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, and has been prepared in accordance with GAAP consistently applied; and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such calendar quarter quarter, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, and have been prepared in accordance with GAAP consistently applied. (d) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator and Servicer) for such calendar quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (ec) As soon as available and no later than ninety (90) days after the end of each fiscal year of the Borrower, the Borrower or Resource America, LEAF Financial shall deliver to the Lenders Backup Servicer, the Lender and the Agent two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Agent stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Agent stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (fd) As soon Except as available and otherwise set forth herein, the Backup Servicer shall have no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver duty to the Lenders two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as review any of the end of the fiscal year, setting information set forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable referred to the Lenders stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur)above.

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Backup Servicer, the Borrower Administrator and the Lenders Lender on or before March 31st January 31 of each year, beginning with 2008January 31, 2009, an Officer’s Certificate stating, as to each signatory thereof, stating that (x) a review of the activities of the Servicer during the preceding calendar year (or the portion of the preceding calendar year thereof commencing on the date of this Agreement and ending December 31Agreement, 2007 in the case of the first such reviewcalendar year ending December 31, 2008) and of its performance under this Agreement has been made under such officer’s supervision, and (y) to the best of such officer’s officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) in all material respects or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower and the Lenders, on or before March 31st of each year, beginning 2008, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Lenders, to the effect that such firm has examined such Facility Limit Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed in the Accountant’s Report, no exceptions or errors in the Facility Limit Certificates and Monthly Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) As soon as available and no later than forty-five thirty (4530) days after the end of each calendar quarter month (including the month in each fiscal year of which the Borrower or Resource AmericaClosing Date occurs), the Borrower Freedom Financial shall deliver to the Lenders Lender and the Administrator two copies of: (i) of a consolidated balance sheet of the Borrower Freedom Financial and Resource America its consolidated subsidiaries as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which balance sheet shall be prepared month and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ equity and cash flow of Freedom Financial and its consolidated subsidiaries (including, without limitation, the Borrower and Resource America Borrower) for such calendar quarter month and for the portion of the fiscal year of Freedom Financial ending with such calendar month and setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such balance sheet and statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, Freedom Financial stating that such balance sheet and financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, companies being reported upon and have been prepared in accordance with GAAP consistently applied. (dc) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of Resource AmericaFreedom Financial, LEAF Freedom Financial shall deliver to the Lenders Lender and the Administrator two copies of: (i) of a consolidated balance sheet of Resource America Freedom Financial and its consolidated subsidiaries (including Originator and Servicer) as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared quarter and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ equity and cash flow of Resource America Freedom Financial and its consolidated subsidiaries (including Originator and Servicerincluding, without limitation, the Borrower) for such calendar quarter, in each case, quarter and for the portion of the fiscal year ending with such calendar quarter and setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such balance sheet and statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America Freedom Financial stating that such balance sheet and financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (ed) As soon as available and no later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Borrower or Resource AmericaFreedom Financial, LEAF Freedom Financial shall deliver to the Lenders Lender and the Administrator two copies of: (i) of a consolidated balance sheet of Freedom Financial and its consolidated subsidiaries (including, without limitation, the Borrower and Resource America Borrower), all as of the end of the fiscal year, setting forth in comparative form the figures for the previous such fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated statements of income, stockholders’ equity and cash flow of Freedom Financial and its consolidated subsidiaries (including, without limitation, the Borrower and Resource America Borrower), for such fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion (which opinion shall be unqualified as to going concern and scope of a audit) of Wxxxxx & Mxxxxx, CPA, or another firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Administrator, in its sole discretion, stating that such balance sheets and financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur).

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Backup ServicerAgent, the Borrower and the Lenders Lender on or before March 31st January 15 of each year, beginning with 2008January 15, 2001, an Officer’s Officers Certificate stating, as to each signatory thereof, that (x) a review of the activities of the Servicer during the preceding calendar year (or the portion of the preceding calendar year thereof commencing on the date of this Agreement and ending December 31Agreement, 2007 in the case of the first such reviewcalendar year ending December 31, 2000) and of its performance under this Agreement has been made under such officer’s 's supervision, and (y) to the best of such officer’s officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a Firley, Moran, Xxxxx & Xxxxx, P.C. or another firm of nationally recognized independent certified public accountants reasonably acceptable to the Lenders Agent (the “"Independent Accountants”"), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, Borrower to deliver to the Borrower and the LendersAgent, on or before March 31st 31 of each year, beginning 2008on March 31, 2001, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s "Accountants' Report”") addressed to the Board of Directors of the Servicer and to the LendersAgent, to the effect that such firm has examined such Facility Limit Certificates Borrowing Base Certificates, Monthly Remittance Reports and Monthly Commercial Paper Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Accountant's Report and issued its report thereon, thereon and that such examination was made in accordance with generally accepted auditing standards andstandards, accordingly, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ ' Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed in the Accountant’s 's Report, no exceptions or errors in the Facility Limit Certificates Borrowing Base Certificates, Monthly Remittance Reports and Monthly Commercial Paper Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ ' Report. The Accountants’ ' Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of the Borrower or Resource America, the Borrower shall deliver to the Lenders two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, and has been prepared in accordance with GAAP consistently applied; and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such calendar quarter setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, and have been prepared in accordance with GAAP consistently applied[Intentionally Omitted]. (d) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of Resource AmericaEquivest, LEAF Financial the Servicer shall deliver to the Lenders Lender and the Agent two copies of: (i) a consolidated and consolidating balance sheet of Resource America Equivest and its consolidated subsidiaries (including Originator RFI, EFI and Servicerthe Borrower) as of the end of such calendar quarter, quarter setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America Equivest stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated and consolidating statements of income, stockholders’ ' equity and cash flow of Resource America Equivest and its consolidated subsidiaries (including Originator RFI, EFI and Servicerthe Borrower) for such calendar quarter, in each case, case and for the portion of the fiscal year ending with such calendar quarter setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal 122 year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America Equivest, stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (e) As soon as available and no later than ninety (90) days after the end of each fiscal year of RFI, EFI and Equivest, the Borrower or Resource America, LEAF Financial Servicer shall deliver to the Lenders Lender and the Agent two copies of: (i) a consolidated and consolidating balance sheet of Equivest and its consolidated subsidiaries (including RFI, EFI and the Borrower and Resource America Borrower), all as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Independent Accountants stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ ' equity and cash flow of Resource America Equivest and its consolidated subsidiaries (including Originator) RFI, EFI and the Borrower), for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Independent Accountants stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of the Borrower, the Servicer shall deliver to the Lender and the Agent two copies of: (i) a balance sheet of the Borrower, as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of the Independent Accountants stating that such balance sheet presents fairly the financial condition of the Borrower and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders' equity and cash flow of the Borrower for such fiscal year; setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of the Independent Accountants stating that such financial statements present fairly the financial condition of the Borrower and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur).

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Backup ServicerAdministrative Agent, the Borrower and the Lenders on or before March 31st of no later than sixty (60) days following each calendar year, beginning with 2008the calendar year ending December 31, 2021, an Officer’s Officers’ Certificate stating, as to each signatory thereof, that (x) a review of the activities of the Servicer during the Servicer’s preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 in the case of the first such review) and of its performance under this Agreement has been made under such officer’s supervision, and (y) to the best of such officer’s officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer officers and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower and the Lenders, on or before March 31st of each year, beginning 2008, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Lenders, to the effect that such firm has examined such Facility Limit Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed in the Accountant’s Report, no exceptions or errors in the Facility Limit Certificates and Monthly Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants[Reserved]. (c) As soon as available and no later than forty-five in any event within sixty (4560) days after the end of each calendar quarter Fiscal Quarter in each fiscal year Fiscal Year (other than the last Fiscal Quarter of the Borrower or Resource Americaany Fiscal Year) of Payoneer, the Borrower Initial Servicer shall deliver to the Lenders two copies ofand the Administrative Agent the following: (i) a an unaudited consolidated balance sheet of Payoneer and its consolidated subsidiaries (including the Borrower and Resource America Borrower) as of the end of such calendar quarterFiscal Quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, and has been prepared in accordance with GAAP consistently applied; and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such calendar quarter setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, and have been prepared in accordance with GAAP consistently applied. (d) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, with GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer, chief accounting officer or controller of Resource America Payoneer stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) unaudited consolidated statements of income, stockholders’ equity income and cash flow flows of Resource America Payoneer and its consolidated subsidiaries (including Originator and Servicerthe Borrower) for such calendar quarterFiscal Quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, with GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer, chief accounting officer or controller of Resource America Payoneer stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (ed) As soon as available and no later than ninety in any event within one-hundred and twenty (90120) days after the end of each fiscal year Fiscal Year of Payoneer, the Borrower or Resource America, LEAF Financial Initial Servicer shall deliver to the Lenders two copies of: (i) and the Administrative Agent a consolidated balance sheet of Payoneer and its consolidated subsidiaries (including the Borrower and Resource America Borrower) as of the end of the fiscal yearsuch Fiscal Year, setting forth in comparative form the corresponding figures for the previous fiscal year Fiscal Year, audited by (i) PricewaterhouseCoopers or any other top six public accounting firm or (ii) any other nationally recognized public accounting firm reasonably acceptable to Administrative Agent and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of incomestating, stockholders’ equity and cash flow of the Borrower and Resource America for such fiscal yearwithout qualification, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur)applied; and (ii) and audited consolidated and consolidating statements of income, stockholders’ equity income and cash flow flows of Resource America Payoneer and its consolidated subsidiaries (including Originatorthe Borrower) for such fiscal year; Fiscal Year, in each case case, setting forth in comparative form the corresponding figures for the previous fiscal comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with GAAP and shall be accompanied by an opinion of a firm of independent certified public such accountants of nationally recognized standing acceptable to the Lenders stating stating, without qualification, that such financial statements present fairly the financial condition of the companies being reported upon and have has been prepared in accordance with GAAP consistently applied applied. (except e) Notwithstanding the foregoing, the obligations referred to in Sections 6.09(c) and 6.09(d) shall be deemed satisfied for changes in application in all purposes upon Payoneer filing a FORM 10-K or 10-Q, as applicable (such forms, “SEC 10 Filings”), with the U.S. Securities and Exchange Commission (which public filing of such accountants concurreport shall constitute delivery under Section 6.09(c) or 6.09(d), as applicable).

Statements as to Compliance; Financial Statements. (a) The ------------------------------------------------- Servicer shall deliver to the Backup ServicerAgent, the Borrower and the Lenders Lender on or before March 31st September 30 of each year, beginning with 2008September 30, 1997 an Officer’s Officers' Certificate stating, as to each signatory thereof, that (xa) a review of the activities of the Servicer during the preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 in the case of the first such review) and of its performance under this Agreement has been made under such officer’s 's supervision, and (yb) to the best of such officer’s officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereofyear, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer officers and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower and the Lenders, on or before March 31st of each year, beginning 2008, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Lenders, to the effect that such firm has examined such Facility Limit Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed in the Accountant’s Report, no exceptions or errors in the Facility Limit Certificates and Monthly Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) As soon as available and no later than forty-five (45) 45 days after the end of each calendar quarter of the first three quarterly fiscal periods in each fiscal year of the Borrower or Resource AmericaServicer, the Borrower Servicer shall deliver to the Lenders Lender and the Agent two copies of: (i) a consolidated balance sheet of the Borrower Servicer and Resource America its consolidated subsidiaries as of the end of such calendar quarter, quarter in each case setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been preparedprepared (subject to normal year-end adjustments), which balance sheet shall be prepared and presented together with any related notes required in accordance with, and order to provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, and has been prepared in accordance with GAAP consistently appliedgenerally accepted accounting principles; and (ii) consolidated statements of income, stockholders’ ' equity and cash flow of the Borrower Servicer and Resource America its consolidated subsidiaries, for that quarter and for the portion of the fiscal year ending with such calendar quarter quarter, in each case setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented together with any related notes required in order to provide necessary disclosures in accordance withwith generally accepted accounting principles, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, and have been prepared in accordance with GAAP consistently applied. (d) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator and Servicer) for such calendar quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America Servicer stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied. (ec) As soon as available and no later than ninety (90) 105 days after the end of each fiscal year of the Borrower or Resource AmericaServicer, LEAF Financial the Servicer shall deliver to the Lenders Lender and the Agent two copies of: (i) a consolidated balance sheet of the Borrower Servicer and Resource America its consolidated subsidiaries, all as of the end of the fiscal year; and (ii) consolidated statements of income, stockholders' equity and cash flow of the Servicer and its consolidated subsidiaries, for that fiscal year; setting forth in each case in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Certificate holders stating that such balance sheet presents financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, companies being reported upon and has have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur). (d) As soon as available and no later than 105 days after the end of each fiscal year of the Borrower, the Borrower shall deliver to the Lender and the Agent two copies of: (i) a consolidated balance sheet of the Borrower and its consolidated subsidiaries, all as of the end of the fiscal year; and (ii) consolidated statements of income, stockholders’ ' equity and cash flow of the Borrower and Resource America its consolidated subsidiaries, for such that fiscal year, ; setting forth in each case in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Certificateholders stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur).

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Agent, the Backup Servicer, the Borrower and the Lenders on or before March 31st as soon as available and no later than 45 days following the end of each year, beginning with 2008, fiscal quarter (i) an Officer’s Certificate stating, as to each signatory thereof, that (x) a review of the activities of the Servicer during the Servicer’s preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 in the case of the first such review) fiscal quarter and of its performance under this Agreement has been made under such officer’s supervision, and (y) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year fiscal quarter (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer officers and the nature and status thereof and the action being taken to cure such default, and (ii) a Covenant Compliance Certificate. (bi) The Servicer (if LEAF Financial as long as the Servicer is Xxxxxx or an any Affiliate thereofof Xxxxxx) shall, at its expenseexpense (provided that the Servicer shall not be responsible for expenses in connection with an Accountants’ Report (defined below) delivered in connection with this Section 6.12(b)(i) to the extent that such expenses exceed, together with the audit and examination expenses described in Section 6.13, $30,000 in the aggregate in any calendar year) cause Deloitte & Touche LLP or a firm of nationally recognized independent certified public accountants acceptable to the Lenders Agent (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower Borrower, the Servicer and the LendersAgent, on or before March 31st 31 of each year, beginning 20082011, with respect to the twelve (12) 12 months ended the immediately preceding December 31, a statement (the “Accountant’s Accountants’ Report”) addressed to the Board of Directors of the Servicer and to the LendersAgent, to the effect that such firm has examined such Facility Limit applied certain procedures agreed upon by the Servicer and the Agent to compare the mathematical calculations of certain amounts set forth in the Borrowing Base Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) 12 months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in under the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; , and (ii) except as disclosed in the Accountant’s Report, no exceptions or errors in the Facility Limit Borrowing Base Certificates and Monthly Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such firm requires the Servicer to agree to the procedures performed by such firm, the Servicer (as long as the Servicer is Xxxxxx or any Affiliate of Xxxxxx) shall (or if the Servicer has been terminated or otherwise fails to perform such obligation, the Agent shall) in writing so agree; it being understood and agreed that the Servicer shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) As soon as available and no later than forty-five (45) 45 days after the end of each calendar fiscal quarter in each fiscal year of the Borrower or Resource AmericaXxxxxx, the Borrower Servicer (as long as the Servicer is Xxxxxx or any Affiliate of Xxxxxx) shall deliver to the Lenders and the Agent two copies of: (i) a an unaudited consolidated balance sheet of Xxxxxx and its consolidated subsidiaries (including the Borrower and Resource America Borrower) as of the end of such calendar fiscal quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, with GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, Xxxxxx stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) statements unaudited consolidated statement of income, stockholders’ equity income of Xxxxxx and cash flow of the Borrower and Resource America its consolidated subsidiaries for such calendar fiscal quarter setting forth in comparative form the corresponding figures for the comparable period one and year prior thereto to date (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, with GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, Xxxxxx stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, companies being reported upon and have been prepared in accordance with GAAP consistently applied. (dg) As soon as available and no later than forty-five (45) 45 days after the end of each calendar fiscal quarter in each fiscal year of Resource AmericaParent, LEAF Financial the Servicer (as long as the Servicer is Xxxxxx or any Affiliate of Xxxxxx) shall deliver cause to be delivered to the Lenders and the Agent two copies of: (i) a an unaudited consolidated balance sheet of Resource America Parent and its consolidated subsidiaries (including Originator and Servicerthe Borrower) as of the end of such calendar fiscal quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, with GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America Parent stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) unaudited consolidated statements of income, stockholders’ equity and cash flow cashflow of Resource America Parent and its consolidated subsidiaries (including Originator and Servicer) for such calendar quarter, in each case, setting forth in comparative form fiscal quarter and the corresponding figures for the comparable year-to-date period one year prior thereto ending thereon (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, with GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America Parent stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (eh) As soon as available and no later than ninety (90) 120 days after the end of each fiscal year of Parent, the Servicer (as long as the Servicer is Xxxxxx or any Affiliate of Xxxxxx) or the Borrower or Resource America, LEAF Financial shall deliver cause to be delivered to the Lenders and the Agent two copies of: (i) a consolidated balance sheet of the Borrower Parent and Resource America its consolidated subsidiaries as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Independent Accountants stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and; (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource America Parent and its consolidated subsidiaries (including Originator) for such fiscal year; , in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Independent Accountants stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (iii) such consolidating schedules for Parent, Xxxxxx (on a consolidated basis) and Xxxxxx Business Bank for the end of the fiscal year.

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Backup Agent, the Back-Up Servicer, the Borrower and the Lenders Lender on or before March 31st January 15 of each year, beginning with 20082004, an Officer’s Officers' Certificate stating, as to each signatory thereof, that (x) a review of the activities of the Servicer during the preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 2002 in the case of the first such review) and of its performance under this Agreement has been made under such officer’s 's supervision, and (y) to the best of such officer’s officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer officers and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial FCC or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders Agent (the “"Independent Accountants”"), who may also render other services to the Servicer, the Backup Servicer, any other successor Back-Up Servicer or to the Borrower, to deliver to the Borrower and the LendersAgent, on or before March 31st April 30 of each year, beginning 20082004, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s "Accountants' Report”") addressed to the Board of Directors of the Servicer and to the LendersAgent, to the effect that such firm has examined such Facility Limit Certificates Borrowing Base Certificates, Monthly Remittance Reports and Monthly Commercial Paper Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ ' Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ ' Report shall further state that (i) a review in accordance with procedures agreed upon procedures between the Agent and the Borrower was made; and (ii) except as disclosed in the Accountant’s 's Report, no exceptions or errors in the Facility Limit Certificates Borrowing Base Certificates, Monthly Remittance Reports and Monthly Commercial Paper Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ ' Report. The Accountants’ ' Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) As soon as available and no later than forty-five (45) days after the end of each calendar fiscal quarter in each fiscal year of the Borrower or Resource AmericaBorrower, the Borrower shall deliver to the Lenders Lender and the Agent two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of such calendar fiscal quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, and has been prepared in accordance with GAAP consistently applied; and (ii) statements of income, stockholders’ ' equity and cash flow of the Borrower and Resource America for such calendar quarter setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments)fiscal quarter, which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, and have been prepared in accordance with GAAP consistently applied. (d) As soon as available and no later than forty-five (45) days after the end of each calendar fiscal quarter in each fiscal year of Resource AmericaFCC, LEAF Financial the Borrower shall deliver to the Lenders Lender and the Agent two copies of: (i) a consolidated and consolidating balance sheet of Resource America FCC and its consolidated subsidiaries Subsidiaries (including Originator and Servicerthe Borrower) as of the end of such calendar fiscal quarter, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by GAAP and shall be accompanied by a certificate signed by the (ii) consolidated statements of income, stockholders' equity and cash flow of FCC and its consolidated Subsidiaries (including the Borrower) for such fiscal quarter, which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of FCC stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (e) As soon as available and no later than forty-five (45) days after the end of each fiscal quarter in each fiscal year of US Home, the Borrower shall deliver to the Lender and the Agent two copies of: (i) a consolidated and consolidating balance sheet of US Home and its consolidated Subsidiaries (including the Borrower and FCC) as of the end of such fiscal quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, by GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America US Home stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ ' equity and cash flow of Resource America US Home and its consolidated subsidiaries Subsidiaries (including Originator the Borrower and ServicerFCC) for such calendar fiscal quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America US Home stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (ef) As soon as available and no later than ninety (90) days after the end of each fiscal year of the Borrower, the Borrower or Resource America, LEAF Financial shall deliver to the Lenders Lender and the Agent two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Officer's Certificate stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concurofficer concurs); and (ii) statements of income, stockholders’ ' equity and cash flow of the Borrower and Resource America for such fiscal year, ; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Officer's Certificate stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (fg) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource AmericaFCC, LEAF Financial the Borrower shall deliver to the Lenders Lender and the Agent two copies of: (i) a consolidated and consolidating balance sheet of Resource America FCC and its consolidated subsidiaries Subsidiaries (including Originator and Servicerthe Borrower) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Officer's Certificate stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ ' equity and cash flow of Resource America FCC and its consolidated subsidiaries Subsidiaries (including Originatorthe Borrower) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an Officer's Certificate stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (h) As soon as available and no later than ninety (90) days after the end of each fiscal year of US Home, the Borrower shall deliver to the Lender and the Agent two copies of: (i) a consolidated balance sheet of US Home and its consolidated Subsidiaries (including the Borrower and FCC) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Agent stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated statements of income, stockholders' equity and cash flow of US Home and its consolidated Subsidiaries (including the Borrower and FCC) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Agent stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur).: (iii) a consolidating balance sheet and statements of income, stockholder's equity and cash flow of US Home and its consolidated Subsidiaries (including the Borrower and FCC) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an Officer's Certificate stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such officer concurs) (i) On each Remittance Date the Servicer shall deliver to the Back-Up Servicer, the Lender and the Agent two (2) copies of a Borrowing Base Certificate containing information accurate as of such date.

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Backup Servicer, the Borrower and the Lenders Lender on or before March 31st of each year, beginning with 20082007, an Officer’s Officers’ Certificate stating, as to each signatory thereof, that (x) a review of the activities of the Servicer during the preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 2006 in the case of the first such review) and of its performance under this Agreement has been made under such officer’s supervision, and (y) to the best of such officer’s officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer officers and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders Lender (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower and the LendersLender, on or before March 31st of each year, beginning 20082007, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the LendersLender, to the effect that such firm has examined such Facility Limit Borrowing Base Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed in the Accountant’s Report, no exceptions or errors in the Facility Limit Borrowing Base Certificates and Monthly Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (c) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of the Borrower or Resource America, the Borrower shall deliver to the Lenders Lender two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, and has been prepared in accordance with GAAP consistently applied; and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such calendar quarter setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, and have been prepared in accordance with GAAP consistently applied. (d) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders Lender two copies of: (i) a consolidated balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator and Servicer) for such calendar quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (e) As soon as available and no later than ninety (90) days after the end of each fiscal year of the Borrower or Resource America, LEAF Financial shall deliver to the Lenders Lender two copies of: (i) a balance statements sheet of the Borrower and Resource America as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Lender stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Lender stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders Lender two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Lender stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Lender stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur).

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Agent, the Facility Insurer, the Backup Servicer, the Borrower and the Lenders Lender on or before March 31st January 15 of each year, beginning with 2008January 15, 2004, an Officer’s 's Certificate stating, as to each signatory thereof, stating that (x) a review of the activities of the Servicer during the preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 in the case of the first such review) and of its performance under this Agreement has been made under such officer’s 's supervision, and (y) to the best of such officer’s officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower and the Lenders, on or before March 31st of each year, beginning 2008, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Lenders, to the effect that such firm has examined such Facility Limit Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed in the Accountant’s Report, no exceptions or errors in the Facility Limit Certificates and Monthly Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants[Intentionally omitted.] (c) As soon as available and no later than forty-five (45) days after the end of each calendar fiscal quarter in each fiscal year of the Borrower or Resource AmericaMaxtor, the Borrower Servicer shall deliver deliver, or cause to be delivered, to the Lenders two Lender, the Facility Insurer, the Backup Servicer and the Agent copies of: (i) a consolidated balance sheet of Maxtor and its consolidated subsidiaries (including the Borrower and Resource America Borrower) as of the end of such calendar quarter, quarter setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, Maxtor stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ ' equity and cash flow of Maxtor and its consolidated subsidiaries (including the Borrower Borrower) for such calendar quarter, in each case and Resource America for the portion of the fiscal year ending with such calendar quarter setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicableMaxtor, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, companies being reported upon and have been prepared in accordance with GAAP consistently applied. (d) As soon as available and no later than one-hundred and twenty (120) days after the end of each fiscal year of Maxtor, the Servicer shall deliver, or cause to be delivered, to the Lender, the Facility Insurer, the Backup Servicer and the Agent copies of: (i) a consolidated balance sheet of Maxtor and its consolidated subsidiaries (including the Borrower), all as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of the Independent Accountants stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated statements of income, stockholders' equity and cash flow of Maxtor and its consolidated subsidiaries (including the Borrower), for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of the Independent Accountants stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (e) As soon as available and no later than one-hundred and twenty (120) days after the end of each fiscal year of the Borrower, the Borrower shall deliver to the Lender, the Facility Insurer and the Agent copies of: (i) a balance sheet of the Borrower, as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year (if applicable) and accompanied by an opinion of the Independent Accountants stating that such balance sheet presents fairly the financial condition of the Borrower and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders' equity and cash flow of the Borrower for such fiscal year; setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of the Independent Accountants stating that such financial statements present fairly the financial condition of the Borrower and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than forty-five (45) days after the end of each calendar fiscal quarter in each fiscal year of Resource Americathe Borrower, LEAF Financial the Borrower shall deliver to the Lenders two Lender, the Facility Insurer and the Agent copies of: (i) a consolidated balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) the Borrower, as of the end of such calendar fiscal quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America Maxtor, stating that such balance sheet presents financial statements present fairly the financial condition and results of operations of the companies being reported upon and has have been prepared in accordance with GAAP consistently applied); and (ii) consolidated statements a statement of income, stockholders’ equity and cash flow income of Resource America and its consolidated subsidiaries (including Originator and Servicer) the Borrower for such calendar fiscal quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements statement shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America Maxtor, stating that such financial statements present statement presents fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (e) As soon as available and no later than ninety (90) days after the end of each fiscal year of the Borrower or Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur).

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Agent, the Backup Servicer, the Borrower and the Lenders Lender on or before March 31st January 15 of each year, beginning with 2008January 15, 2004, an Officer’s 's Certificate stating, as to each signatory thereof, stating that (x) a review of the activities of the Servicer during the preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 in the case of the first such review) and of its performance under this Agreement has been made under such officer’s 's supervision, and (y) to the best of such officer’s officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action being taken to cure such default. (b) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower and the Lenders, on or before March 31st of each year, beginning 2008, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the Lenders, to the effect that such firm has examined such Facility Limit Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed in the Accountant’s Report, no exceptions or errors in the Facility Limit Certificates and Monthly Remittance Reports examined were found except for (A) such exceptions as the Independent Accountants believe to be immaterial and (B) such other exceptions as shall be set forth in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent of the Borrower and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants[Intentionally omitted.] (c) As soon as available and no later than forty-five (45) days after the end of each calendar fiscal quarter in each fiscal year of the Borrower or Resource AmericaMaxtor, the Borrower Servicer shall deliver deliver, or cause to be delivered, to the Lenders two Lender, the Backup Servicer and the Agent copies of: (i) a consolidated balance sheet of Maxtor and its consolidated subsidiaries (including the Borrower and Resource America Borrower) as of the end of such calendar quarter, quarter setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, Maxtor stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ ' equity and cash flow of Maxtor and its consolidated subsidiaries (including the Borrower Borrower) for such calendar quarter, in each case and Resource America for the portion of the fiscal year ending with such calendar quarter setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicableMaxtor, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, companies being reported upon and have been prepared in accordance with GAAP consistently applied. (d) As soon as available and no later than one-hundred and twenty (120) days after the end of each fiscal year of Maxtor, the Servicer shall deliver, or cause to be delivered, to the Lender, the Backup Servicer and the Agent copies of: (i) a consolidated balance sheet of Maxtor and its consolidated subsidiaries (including the Borrower), all as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of the Independent Accountants stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated statements of income, stockholders' equity and cash flow of Maxtor and its consolidated subsidiaries (including the Borrower), for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of the Independent Accountants stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (e) As soon as available and no later than one-hundred and twenty (120) days after the end of each fiscal year of the Borrower, the Borrower shall deliver to the Lender and the Agent copies of: (i) a balance sheet of the Borrower, as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year (if applicable) and accompanied by an opinion of the Independent Accountants stating that such balance sheet presents fairly the financial condition of the Borrower and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders' equity and cash flow of the Borrower for such fiscal year; setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of the Independent Accountants stating that such financial statements present fairly the financial condition of the Borrower and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than forty-five (45) days after the end of each calendar fiscal quarter in each fiscal year of Resource Americathe Borrower, LEAF Financial the Borrower shall deliver to the Lenders two Lender and the Agent copies of: (i) a consolidated balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) the Borrower, as of the end of such calendar fiscal quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America Maxtor, stating that such balance sheet presents financial statements present fairly the financial condition and results of operations of the companies being reported upon and has have been prepared in accordance with GAAP consistently applied); and (ii) consolidated statements a statement of income, stockholders’ equity and cash flow income of Resource America and its consolidated subsidiaries (including Originator and Servicer) the Borrower for such calendar fiscal quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements statement shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America Maxtor, stating that such financial statements present statement presents fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (e) As soon as available and no later than ninety (90) days after the end of each fiscal year of the Borrower or Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (f) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, LEAF Financial shall deliver to the Lenders two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur).

Statements as to Compliance; Financial Statements. (a) The Servicer shall deliver to the Agent, the Backup Servicer, the Borrower and the Lenders Lender on or before March 31st of each year, beginning with 20082007, an Officer’s Officers’ Certificate stating, as to each signatory thereof, that (x) a review of the activities of the Servicer during the preceding calendar year (or the portion of the preceding calendar year commencing on the date of this Agreement and ending December 31, 2007 2006 in the case of the first such review) and of its performance under this Agreement has been made under such officer’s supervision, and (y) to the best of such officer’s officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such calendar year (or portion thereof, as the case may be) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer officers and the nature and status thereof and the action being taken to cure such default. (bi) The Servicer (if LEAF Financial or an Affiliate thereof) shall, at its expense, cause a firm of nationally recognized independent certified public accountants acceptable to the Lenders Agent (the “Independent Accountants”), who may also render other services to the Servicer, the Backup Servicer, any other successor Servicer or to the Borrower, to deliver to the Borrower and the LendersAgent, on or before March 31st 31 of each year, beginning 20082007, with respect to the twelve (12) months ended the immediately preceding December 31, a statement (the “Accountant’s Report”) addressed to the Board of Directors of the Servicer and to the LendersAgent, to the effect that such firm has examined such Facility Limit Borrowing Base Certificates and Monthly Remittance Reports prepared by the Servicer during the twelve (12) months ended the immediately preceding December 31 as it deemed necessary in order to issue the Accountants’ Report and issued its report thereon, and that such examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances. The Accountants’ Report shall further state that (i) a review in accordance with agreed upon procedures was made; and (ii) except as disclosed the Servicer (if the Backup Servicer has been appointed Servicer hereunder in the Accountant’s Report, no exceptions or errors in the Facility Limit Certificates and Monthly Remittance Reports examined were found except for connection with (A) a Servicer Default specified in clauses (i), (ii), (iii), (v) or (vi) of the definition of such exceptions as the Independent Accountants believe to be immaterial and term or (B) such other exceptions as shall be set forth an Event of Default specified in the Accountants’ Report. The Accountants’ Report shall also indicate that the firm is independent clauses (g) or (h) of Section 7.01 of the Borrower and RLSA) shall, at the expense of LEAF Financial, cause to be delivered to the Agent, on or before March 31 of each year, an “SAS 70 Audit” addressed to the Agent with respect to the Servicer’s performance of its duties as Servicer within hereunder during the meaning twelve (12) months ended the immediately preceding December 31.” (ii) The Servicer (if the Backup Servicer has been appointed Servicer hereunder) shall, at its expense, cause to be delivered to the Agent, on or before March 31 of each year, beginning 2007, an “SAS 70 Audit” addressed to the Code Agent with respect to the Servicer’s performance of Professional Ethics of its duties as Servicer hereunder during the American Institute of Certified Public Accountantstwelve (12) months ended the immediately preceding December 31. (c) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of the Borrower or Resource AmericaBorrower, the Borrower shall deliver to the Lenders Lender and the Agent two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as the case may be, and has been prepared in accordance with GAAP consistently applied; and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such calendar quarter setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of the Borrower or Resource America, as applicable, stating that such financial statements present fairly the financial condition and results of operations of the Borrower or Resource America, as the case may be, and have been prepared in accordance with GAAP consistently applied. (d) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of Resource AmericaCapital Corp., the Servicer (if LEAF Financial or an Affiliate thereof) shall deliver to the Lenders Lender and the Agent two copies of: (i) a consolidated and consolidating balance sheet of Resource Capital Corp. and its consolidated subsidiaries (including the Borrower) as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource Capital Corp. stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource Capital Corp. and its consolidated subsidiaries (including the Borrower) for such calendar quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource Capital Corp. stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (e) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of Resource America, the Servicer (if LEAF Financial or an Affiliate thereof) shall deliver to the Lender and the Agent two copies of: (i) a consolidated balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including Originator and Servicer) for such calendar quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of Resource America stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (ef) As soon as available and no later than ninety (90) days after the end of each fiscal year of the Borrower or Resource AmericaBorrower, the Servicer (if LEAF Financial or an Affiliate thereof) shall deliver to the Lenders Lender and the Agent two copies of: (i) a balance sheet of the Borrower and Resource America as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Agent stating that such balance sheet presents fairly the financial condition of the Borrower or Resource America, as applicable, and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) statements of income, stockholders’ equity and cash flow of the Borrower and Resource America for such fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Agent stating that such financial statements present fairly the financial condition of the Borrower or Resource America, as applicable, and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (fg) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource Capital Corp., the Servicer (if LEAF Financial or an Affiliate thereof) shall deliver to the Lender and the Agent two copies of: (i) a consolidated and consolidating balance sheet of Resource Capital Corp. and its consolidated subsidiaries (including the Borrower) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Agent stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource Capital Corp. and its consolidated subsidiaries (including the Borrower) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Agent stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (h) As soon as available and no later than ninety (90) days after the end of each fiscal year of Resource America, the Servicer (if LEAF Financial or an Affiliate thereof) shall deliver to the Lenders Lender and the Agent two copies of: (i) a consolidated and consolidating balance sheet of Resource America and its consolidated subsidiaries (including Originator and Servicer) as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Agent stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of Resource America and its consolidated subsidiaries (including OriginatorOriginator and TRS) for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Lenders Agent stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur). (i) As soon as available and no later than forty-five (45) days after the end of each calendar quarter in each fiscal year of LEAF Financial, the Servicer (if LEAF Financial or an Affiliate thereof) shall deliver to the Lender and the Agent two copies of: (i) a consolidated balance sheet of LEAF Financial and its consolidated subsidiaries as of the end of such calendar quarter, setting forth in comparative form the corresponding figures for the most recent year-end for which an audited balance sheet has been prepared, which such balance sheet shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of LEAF Financial stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied; and (ii) consolidated statements of income, stockholders’ equity and cash flow of LEAF Financial and its consolidated subsidiaries for such calendar quarter, in each case, setting forth in comparative form the corresponding figures for the comparable period one year prior thereto (subject to normal year-end adjustments), which such statements shall be prepared and presented in accordance with, and provide all necessary disclosure required by, GAAP and shall be accompanied by a certificate signed by the financial vice president, treasurer, chief financial officer or controller of LEAF Financial stating that such financial statements present fairly the financial condition and results of operations of the companies being reported upon and have been prepared in accordance with GAAP consistently applied. (j) As soon as available and no later than ninety (90) days after the end of each fiscal year of LEAF Financial, the Servicer (if LEAF Financial or an Affiliate thereof) shall deliver to the Lender and the Agent two copies of: (i) a consolidated and consolidating balance sheet of LEAF Financial and its consolidated subsidiaries as of the end of the fiscal year, setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Agent stating that such balance sheet presents fairly the financial condition of the companies being reported upon and has been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur); and (ii) consolidated and consolidating statements of income, stockholders’ equity and cash flow of LEAF Financial and its consolidated subsidiaries for such fiscal year; in each case setting forth in comparative form the figures for the previous fiscal year and accompanied by an opinion of a firm of independent certified public accountants of nationally recognized standing acceptable to the Agent stating that such financial statements present fairly the financial condition of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur).