IF A DEFAULT OR
POTENTIAL TERMINATION EVENT HAS OCCURRED, SPECIFYING THE DETAILS THEREOF AND ANY
ACTION TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO, (2) SETTING FORTH IN
REASONABLE DETAIL THE CALCULATION OF ADJUSTED CONSOLIDATED TANGIBLE NET WORTH AS
OF THE END OF THE IMMEDIATELY PRECEDING FISCAL QUARTER AND (3) STATING WHETHER
ANY CHANGE IN GAAP OR IN THE APPLICATION THEREOF HAS OCCURRED SINCE THE DATE OF
THE AUDITED FINANCIAL STATEMENTS OF SUCH REPORTING COMPANY FOR THE IMMEDIATELY
PRIOR FISCAL YEAR AND, IF ANY SUCH CHANGE HAS OCCURRED, SPECIFYING THE EFFECT OF
SUCH CHANGE ON THE FINANCIAL STATEMENTS ACCOMPANYING SUCH CERTIFICATE;
(D)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL
STATEMENTS UNDER CLAUSE (A) OF THIS PART 12(A)(VI), A DISCUSSION AND ANALYSIS BY
THE MANAGEMENT OF PARTY B OF THE BUSINESS AND OPERATIONS THROUGH THE END OF THE
FISCAL YEAR COVERED BY SUCH FINANCIAL STATEMENTS, INCLUDING A DISCUSSION AND
ANALYSIS WITH RESPECT TO (1) COMPLIANCE WITH ENVIRONMENTAL LAW, (2) A STATEMENT
OF ALL TRANSACTIONS IN SUCH PERIOD BETWEEN PARTY B AND ANY OF ITS INTERESTED
PERSONS OR STOCKHOLDERS (OTHER THAN TRANSACTIONS BETWEEN PARTY B OR ANY OF ITS
SUBSIDIARIES), INCLUDING A CERTIFICATION BY A RESPONSIBLE OFFICER OF PARTY B
THAT SUCH TRANSACTIONS WERE ON ORDINARY COMMERCIAL TERMS NEGOTIATED ON AN ARM'S
LENGTH BASIS AND THAT EACH SUCH TRANSACTION WAS AT LEAST AS FAVORABLE TO SUCH
PARTY B AS THE TERMS AVAILABLE FROM INDEPENDENT THIRD PARTIES, AND (3) A
COMPARISON OF THE RESULTS OF OPERATIONS OF PARTY B FOR THE RELEVANT PERIOD TO
THE OPERATING BUDGET FOR THE SAME PERIOD, TOGETHER WITH AN EXPLANATION OF ANY
MATERIAL VARIATION THEREFROM; AND
(E)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN
FORTY (40) DAYS AFTER THE END OF EACH MONTH (INCLUDING THE LAST MONTH OF PARTY
B'S FISCAL YEAR), PARTY B WILL DELIVER THE CONSOLIDATED BALANCE SHEET OF PARTY
B, AS AT THE END OF SUCH MONTH, AND THE RELATED CONSOLIDATED STATEMENTS OF
INCOME, STOCKHOLDERS' EQUITY AND CASH FLOW FOR SUCH MONTH AND FOR THE PERIOD
FROM THE BEGINNING OF THE THEN CURRENT FISCAL YEAR OF PARTY B TO THE END OF SUCH
MONTH.
(VII)
MISCELLANEOUS NOTICES AND REPORTS.
PARTY B WILL
FURNISH TO PARTY A WITH RESPECT TO PARTY B AND EACH SPECIFIED ENTITY OF PARTY B:
(A)
PROMPTLY, NOTICE OF ANY CHANGE IN THE
RESPONSIBLE OFFICERS OF PARTY B OR ANY SUCH SPECIFIED ENTITY, INCLUDING
CERTIFIED SPECIMEN SIGNATURES OF ANY NEW OFFICER SO APPOINTED AN, IF REQUESTED
BY PARTY A, SATISFACTORY EVIDENCE OF THE AUTHORITY OF EACH SUCH NEW OFFICER;
(B)
PROMPTLY AFTER PARTY B'S OR ANY SPECIFIED
ENTITY OF PARTY B'S RECEIPT THEREOF, A COPY OF ANY MANAGEMENT LETTER RECEIVED BY
PARTY B OR ANY SUCH SPECIFIED ENTITY FROM THE AUDITOR IN RELATION TO ITS
FINANCIAL, ACCOUNTING AND OTHER SYSTEMS, MANAGEMENT OR ACCOUNTS;
(C)
PROMPTLY AFTER PARTY B'S OR ANY SUCH SPECIFIED
ENTITY'S RECEIPT THEREOF, A SUMMARY INCLUDING ALL RELEVANT INFORMATION OF ANY
MATERIAL NOTICES AND MATERIAL DOCUMENTS OR INFORMATION RECEIVED BY PARTY B OR
ANY SUCH SPECIFIED ENTITY