SIGNED COUNTERPART OF THE BORROWERS'
> > CONSOLIDATED ANNUAL AUDITED FINANCIAL STATEMENT, WHICH STATEMENT SHALL HAVE
> > BEEN PREPARED BY, AND BEAR THE UNQUALIFIED OPINION OF, THE BORROWERS'
> > INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (I.E. SAID STATEMENT SHALL BE
> > "CERTIFIED" BY SUCH ACCOUNTANTS) AND SHALL INCLUDE, AT A MINIMUM (WITH
> > COMPARATIVE INFORMATION FOR THE THEN PRIOR FISCAL YEAR) A BALANCE SHEET,
> > INCOME STATEMENT, STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY, AND CASH
> > FLOWS; AND
> >
> > (II)
THE OFFICER'S COMPLIANCE CERTIFICATE DESCRIBED IN
> > SECTION 5.9.
5.9
INTENTIONALLY OMITTED OFFICERS' CERTIFICATES.
> (A)
THE LEAD BORROWER SHALL CAUSE ITS AUTHORIZED OFFICER TO CERTIFY, IN THE
> FORM ATTACHED HERETO AS EXHIBIT 5.9 (THE "OFFICER'S COMPLIANCE CERTIFICATE")
> IN CONNECTION WITH THOSE MONTHLY AND ANNUAL STATEMENTS TO BE FURNISHED
> PURSUANT TO THIS AGREEMENT THAT:
>
> > (I)
SUCH STATEMENT WAS PREPARED IN ACCORDANCE WITH GAAP
> > CONSISTENTLY APPLIED AND PRESENTS FAIRLY THE FINANCIAL CONDITION OF THE
> > BORROWERS AT THE CLOSE OF, AND THE RESULTS OF THE BORROWERS' OPERATIONS AND
> > CASH FLOWS FOR, THE PERIOD(S) COVERED, SUBJECT, HOWEVER TO THE FOLLOWING:
> >
> > > (A)
USUAL YEAR END ADJUSTMENTS (THIS EXCEPTION SHALL NOT BE
> > > INCLUDED IN THE CERTIFICATE WHICH ACCOMPANIES SUCH ANNUAL STATEMENT).
> > >
> > > (B)
MATERIAL ACCOUNTING CHANGES (IN WHICH EVENT, SUCH
> > > CERTIFICATE SHALL INCLUDE A SCHEDULE (IN REASONABLE DETAIL) OF THE EFFECT
> > > OF EACH SUCH MATERIAL ACCOUNTING CHANGE) NOT PREVIOUSLY SPECIFICALLY TAKEN
> > > INTO ACCOUNT IN THE DETERMINATION OF THE FINANCIAL PERFORMANCE COVENANT
> > > IMPOSED PURSUANT TO SECTION 5.12.
> >
> > (II)
NO SUSPENSION EVENT HAS OCCURRED, OR, IF SUCH AN EVENT
> > HAS OCCURRED, ITS NATURE (IN REASONABLE DETAIL) AND THE STEPS (IF ANY) BEING
> > TAKEN OR CONTEMPLATED BY THE BORROWERS TO BE TAKEN ON ACCOUNT THEREOF.
> >
> > (III)
THE BORROWERS WERE IN COMPLIANCE (OR HAD FAILED TO
> > COMPLY) AS OF THE DATE OF THE APPLICABLE STATEMENT WITH EACH OF THE
> > FINANCIAL PERFORMANCE COVENANTS INCLUDED IN SECTION 5.12 HEREOF; SUCH
> > CERTIFICATION TO BE ACCOMPANIED BY CALCULATIONS DEMONSTRATING SUCH
> > COMPLIANCE OR FAILURE TO COMPLY.
5.10
INVENTORIES, APPRAISALS, AND AUDITS.
> (A)
THE AGENT MAY, AT THE EXPENSE OF THE AGENT (EXCEPT FOLLOWING THE
> OCCURRENCE OF A SUSPENSION EVENT IN WHICH EVENT, BORROWER SHALL REIMBURSE
> AGENT FOR ITS REASONABLE EXPENSES), PARTICIPATE IN AND/OR OBSERVE EACH
> INVENTORY AND ANY CYCLE COUNT
OF THE COLLATERAL WHICH IS UNDERTAKEN ON BEHALF
> OF THE BORROWERS.
NO BORROWER MAY MATERIALLY CHANGE THE METHODOLOGY TO BE
> FOLLOWED IN CONNECTION WITH THE CONDUCT OF AND REPORTING ON THE RESULTS OF
> SUCH PHYSICAL INVENTORY COUNT FROM THE METHODOLOGY EMPLOYED BY THE BORROWERS
> AS OF THE DATE OF THIS AGREEMENT.
>
>
> (B)
THE BORROWERS, AT THEIR EXPENSE, SHALL