Accounting Records and Inspection. Maintain adequate financial and accounting books and records (which may be in the form of the consolidated financial statements and records of Guarantor) in accordance with sound business practices and, to the extent so required, GAAP consistently applied, and permit any representative of Agent (and after the occurrence and during the continuance of an Event of Default, any representatives of each Lender) upon reasonable notice to Borrower, at any time during usual business hours, to inspect, audit, and examine such books and records and to make copies and take extracts therefrom, and to discuss its affairs, financing, and accounts with Borrower’s or Guarantor’s officers and independent public accountants (provided that Borrower shall have the opportunity to be present at any meeting with its independent public accountants); provided that unless an Event of Default has occurred and is continuing, no more than one inspection per year may be made at Borrower’s expense. Subject to Section 11.10 Borrower shall furnish Agent with any information reasonably requested by Agent regarding Borrower’s business or finances promptly upon request.

Changes in Agreement Accounting Principles. If at any time any change in Agreement Accounting Principles would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Obligors or the Required [[Subsidiary Guarantors:Organization]] shall so request, representatives of the [[Subsidiary Guarantors:Organization]] of the Notes designated by the Required [[Subsidiary Guarantors:Organization]] at such time and the Obligors shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in Agreement Accounting Principles (subject to the approval of the Required [[Subsidiary Guarantors:Organization]]); provided that, until so amended, # such ratio or requirement shall continue to be computed in accordance with Agreement Accounting Principles prior to such change therein, and # the Obligors shall provide to the [[Subsidiary Guarantors:Organization]] of the Notes that are Institutional Investors financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in Agreement Accounting Principles.

Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: # transactions are executed in accordance with management’s general or specific authorizations, # transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, # access to assets is permitted only in accordance with management’s general or specific authorization, and # the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

No Borrower will, and no Borrower will permit any of the other Loan Parties to change its fiscal year from the twelve-month period beginning January 1 and ending December 31 or make any material change # in accounting treatment and reporting practices except as required by GAAP or # in tax reporting treatment except as required by law, or with the consent of [[Organization B:Organization]].

For purposes of this Agreement, all accounting terms not otherwise defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time; provided that, notwithstanding any other provision contained herein, all accounting terms and all financial data shall be construed without giving effect to any change in GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case, if such change would require treating any lease (or similar arrangement conveying the right to use) as a Capital Lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.

Financial Statements and Accounting Records. Financial statements for Ai-nova Acquisition Corp, including, without limitation, a balance sheet, income statement, statement of cash flows and statement of shareholders’ equity, shall be submitted by AI-NOVA to each of the Parties # within 60 days after the end of the quarter of each fiscal year for such quarterly period, and # within 45 days after the end of each fiscal year for such year. Each of the annual financial statements shall be audited and certified by a reputable accounting firm retained by Ai-nova Acquisition Corp, selected by Avant Technologies. All financial statements shall be prepared in accordance with generally accepted accounting principles in the United States and in reasonable detail and shall contain such financial data as Avant may deem necessary in order to keep the Parties advised of Ai-nova Acquisition Corp’s financial status (although such statements need not include footnotes and may be subject to year-end adjustments). Ai-nova Acquisition Corp shall, at Avant’s request, provide with such financial information as Avant may reasonably deem necessary for purposes of complying with its periodic reporting obligations under U.S. securities law and shall cooperate with Avant in connection therewith, including in the preparation of quarterly financial statements if required by Avant Technologies; provided, that Company shall bear any costs incurred in preparing or providing such information, including, without limitation, in preparing additional financial statements and reconciling Ai-nova Acquisition Corp’s financial statements with U.S. generally accepted accounting principles for such purposes.

Change in Accountants or Accounting Policy. Promptly, notice of any change in the accountants or any material change in the accounting policy of either the SPV, Arrow or any Originator.

Change in Accountants or Accounting Policies. The Master Servicer shall promptly notify the Administrative Agent of any change in its accountants or any material change in its accounting policy.

Accounting; Tax Returns and Payment of Claims. Maintain a system of accounting and reserves in accordance with generally accepted accounting principles, has filed and will file each tax return required of it and, except as disclosed in the Schedule, has paid and will pay when due each tax, assessment, fee, charge, fine and penalty imposed by any taxing authority upon it or any of its assets, income or franchises, as well as all amounts owed to mechanics, materialmen, landlords, suppliers and the like in the normal course of business. [[Organization A:Organization]] shall notify ​ of any pending assessments or adjustments of its income tax payable with respect to any year.

“Approved Accounting Method” shall mean GAAP, cash basis accounting, federal tax basis accounting, or such other method of accounting as may be reasonably acceptable to ​, in each case consistently applied.