ON FORM 10-K UNDER SECTION 13(A) OR 15(D) OF THE EXCHANGE
ACT FOR THE EACH FISCAL YEAR OF THE COMPANY, COPIES OF THE AUDITED CONSOLIDATED
AND CONSOLIDATING BALANCE SHEETS OF THE COMPANY AS OF THE END OF SUCH FISCAL
YEAR, AND OF THE RELATED AUDITED CONSOLIDATED AND CONSOLIDATING STATEMENTS OF
INCOME AND RETAINED EARNINGS AND CASH FLOWS FOR SUCH FISCAL YEAR, ALL IN
REASONABLE DETAIL AND STATING IN COMPARATIVE FORM THE RESPECTIVE CONSOLIDATED
AND CONSOLIDATING FIGURES AS OF THE END OF AND FOR THE PREVIOUS FISCAL YEAR,
COMPLETE AND CORRECT AND AS PRESENTING FAIRLY THE INFORMATION CONTAINED THEREIN
IN ACCORDANCE WITH GAAP, AND, IN THE CASE OF SUCH AUDITED CONSOLIDATED
STATEMENTS, ACCOMPANIED BY A REPORT THEREON OF FRIEDMAN LLP OR A NATIONALLY
RECOGNIZED FIRM OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS SELECTED BY THE
COMPANY (THE "ACCOUNTANTS") FOLLOWING AN EXAMINATION BY THE ACCOUNTANTS IN
CONNECTION WITH SUCH CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH
GENERALLY ACCEPTED AUDITING STANDARDS.
(B)
IN ADDITION, IN THE EVENT THAT THE COMPANY BECOMES A "SIGNIFICANT
SUBSIDIARY" (AS DEFINED IN SECTION 1-02(W) OF REGULATION S-X UNDER THE EXCHANGE
ACT AND APPLIED IN SECTION 3-09 OF SUCH REGULATION S-X) OF A STOCKHOLDER, THE
COMPANY SHALL COOPERATE FULLY WITH SUCH STOCKHOLDER BY PROVIDING SUCH ASSISTANCE
AS IS REQUIRED FOR THE STOCKHOLDER TO PREPARE ITS QUARTERLY REPORTS ON FORM 10-Q
IN ACCORDANCE WITH THE REQUIREMENTS OF THE EXCHANGE ACT, AND ALL OF THE RULES
AND REGULATIONS PROMULGATED THEREUNDER, INCLUDING, WITHOUT LIMITATION, BY
ARRANGING FOR THE ACCOUNTANTS TO PREPARE
9
QUARTERLY REPORTS IN CONNECTION WITH THE COMPANY'S QUARTERLY FINANCIAL
STATEMENTS REFERRED TO IN SECTION 7(A)(I).
(C)
IF THE COMPANY INDICATES AT THE TIME IT PROVIDES ANY FINANCIAL OR OTHER
INFORMATION TO A STOCKHOLDER PURSUANT TO THIS SECTION 7 THAT SUCH INFORMATION IS
MATERIAL NON-PUBLIC INFORMATION RELATING TO IT OR ANY OF ITS AFFILIATES
("NON-PUBLIC INFORMATION"), SUCH STOCKHOLDER AGREES NOT TO DISCLOSE OR REVEAL
ANY NON-PUBLIC INFORMATION TO ANY OTHER PERSON UNTIL SUCH TIME AS THE NON-PUBLIC
INFORMATION IS DISCLOSED IN A PRESS RELEASE OR A FILING WITH THE SECURITIES AND
EXCHANGE COMMISSION, UNLESS SUCH STOCKHOLDER IS REQUIRED BY APPLICABLE LAW TO
DISCLOSE SUCH NON-PUBLIC INFORMATION.
IN THE EVENT THAT SUCH STOCKHOLDER IS
REQUESTED PURSUANT TO, OR REQUIRED BY, APPLICABLE LAW TO DISCLOSE OR REVEAL ANY
NON-PUBLIC INFORMATION, SUCH STOCKHOLDER AGREES THAT, PRIOR TO DISCLOSING SUCH
INFORMATION, IT WILL PROVIDE THE COMPANY WITH NOTICE OF SUCH REQUEST OR
REQUIREMENT IN ORDER TO ENABLE THE COMPANY TO SEEK AN APPROPRIATE PROTECTIVE
ORDER OR OTHER REMEDY, OR TO CONSULT WITH SUCH STOCKHOLDER WITH RESPECT TO STEPS
THAT MAY BE TAKEN TO RESIST OR NARROW THE SCOPE OF SUCH REQUEST OR LEGAL
PROCESS.
SUCH STOCKHOLDER ACKNOWLEDGES THAT IT IS AWARE THAT THE UNITED STATES
SECURITIES LAWS PROHIBIT ANY PERSON POSSESSING NON-PUBLIC INFORMATION FROM
PURCHASING OR SELLING ANY SECURITIES ON THE BASIS OF THE NON-PUBLIC
INFORMATION.
CONSEQUENTLY, SUCH STOCKHOLDER AGREES NOT TO EFFECT ANY TRADES IN
SECURITIES ON THE BASIS OF THE NON-PUBLIC INFORMATION.
FURTHER, SUCH
STOCKHOLDER AGREES THAT WHILE IT IS IN POSSESSION OF THE NON-PUBLIC