PRESENTATION TO SENIOR MANAGEMENT FOR SUCH
FISCAL YEAR, AND (C) IN THE CASE OF SUCH CONSOLIDATED FINANCIAL STATEMENTS, A
REPORT THEREON OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED
NATIONAL STANDING SELECTED BY CUSTOMER AND SATISFACTORY TO BUYER, WHICH REPORT
SHALL BE UNQUALIFIED, SHALL EXPRESS NO DOUBTS ABOUT THE ABILITY OF CUSTOMER AND
ITS SUBSIDIARIES TO CONTINUE AS A GOING CONCERN, AND SHALL STATE THAT SUCH
CONSOLIDATED FINANCIAL STATEMENTS FAIRLY PRESENT THE CONSOLIDATED FINANCIAL
POSITION OF CUSTOMER AND ITS SUBSIDIARIES AS AT THE DATES INDICATED AND THE
RESULTS OF THEIR OPERATIONS AND THEIR CASH FLOWS FOR THE PERIODS INDICATED IN
CONFORMITY WITH GAAP APPLIED ON A BASIS CONSISTENT WITH PRIOR YEARS (EXCEPT AS
OTHERWISE DISCLOSED IN SUCH FINANCIAL STATEMENTS).
(II)
QUARTERLY FINANCIALS.
AS SOON AS AVAILABLE, AND IN ANY EVENT
WITHIN SIXTY (60) DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS
AND WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE END OF THE FOURTH FISCAL
QUARTER, CUSTOMER SHALL DELIVER TO BUYER THE CONSOLIDATED BALANCE SHEETS OF
CUSTOMER AND ITS SUBSIDIARIES AS AT THE END OF SUCH QUARTER AND THE RELATED
CONSOLIDATED STATEMENTS OF INCOME, STOCKHOLDER'S EQUITY AND CASH FLOWS OF
CUSTOMER AND ITS SUBSIDIARIES FOR SUCH QUARTER, SETTING FORTH IN EACH CASE IN
COMPARATIVE FORM FOR THE PERIOD COMMENCING AT THE END OF THE PREVIOUS QUARTER
AND ENDING WITH THE END OF SUCH QUARTER, ALL IN REASONABLE DETAIL AND CERTIFIED
BY THE CHIEF FINANCIAL OFFICER OF CUSTOMER THAT THEY FAIRLY PRESENT THE
FINANCIAL CONDITION OF CUSTOMER AND ITS SUBSIDIARIES AS AT THE DATES INDICATED
AND THE RESULTS OF THEIR OPERATIONS
47
AND THEIR CASH FLOWS FOR THE PERIODS INDICATED, ALL IN REASONABLE DETAIL AND
DULY CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF CUSTOMER.
(III)
COMPLIANCE CERTIFICATE.
TOGETHER WITH EACH DELIVERY OF FINANCIAL
STATEMENTS OF CUSTOMER AND ITS SUBSIDIARIES PURSUANT TO SUBDIVISIONS (I) AND
(II) ABOVE, (A) AN OFFICERS' CERTIFICATE OF CUSTOMER STATING THAT THE SIGNERS
HAVE REVIEWED THE TERMS OF THIS AGREEMENT AND HAVE MADE, OR CAUSED TO BE MADE
UNDER THEIR SUPERVISION, A REVIEW IN REASONABLE DETAIL OF THE TRANSACTIONS AND
CONDITION OF CUSTOMER AND ITS SUBSIDIARIES DURING THE ACCOUNTING PERIOD COVERED
BY SUCH FINANCIAL STATEMENTS AND THAT SUCH REVIEW HAS NOT DISCLOSED THE
EXISTENCE DURING OR AT THE END OF SUCH ACCOUNTING PERIOD, AND THAT THE SIGNERS
DO NOT HAVE KNOWLEDGE OF THE EXISTENCE AS AT THE DATE OF SUCH OFFICERS'
CERTIFICATE, OF ANY CONDITION OR EVENT THAT CONSTITUTES A TERMINATION EVENT OR
POTENTIAL TERMINATION EVENT, OR, IF ANY SUCH CONDITION OR EVENT EXISTED OR
EXISTS, SPECIFYING THE NATURE AND PERIOD OF EXISTENCE THEREOF AND WHAT ACTION
CUSTOMER HAS TAKEN, IS TAKING AND PROPOSES TO TAKE WITH RESPECT THERETO; AND
(B) A COMPLIANCE CERTIFICATE DEMONSTRATING IN REASONABLE DETAIL COMPLIANCE
DURING AND AT THE END OF THE APPLICABLE ACCOUNTING PERIODS WITH THE FINANCIAL
CONDITION COVENANTS CONTAINED IN SECTION 5.1(N).
(IV)
S.E.C. FILINGS.
PROMPTLY UPON THE FILING THEREOF, COPIES OF ALL
PRESS RELEASES, REGISTRATION STATEMENTS AND ANNUAL, QUARTERLY, MONTHLY OR OTHER
REGULAR REPORTS WHICH CUSTOMER FILES