Common use of Financial Statements and Certificates Clause in Contracts

Financial Statements and Certificates. While any amounts are owed to the Lender from the Borrower (including, but not limited to, any Liability), Borrower will furnish the following to the Lender, all in form and scope acceptable to the Lender, unless such information is included in the Borrower’s most recent SEC Reports: (i) within 105 days after the close of each fiscal year of Borrower, a copy of the annual report of Borrower consisting of a balance sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of Borrower, prepared in conformity with GAAP, duly prepared by certified public accountants of recognized standing selected by Borrower and reasonably approved by the Lender; (ii) within 45 days after the end of each fiscal quarter, (a) a copy of an unaudited financial statement of Borrower prepared in the same manner as the report referred to in paragraph (i) above, signed by the chief financial officer of Borrower and consisting of a balance sheet as at the close of such fiscal quarter and statements of earnings, cash flow, income and source and application of funds for such fiscal quarter and for the period from the beginning of such fiscal year to the close of such fiscal quarter, and (b) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer or chief financial officer of Borrower, stating that Borrower has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it; (iii) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer and chief financial officer of Borrower, stating that Borrower has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it; (iv) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity with respect to Borrower that could have a Material Adverse Effect; and (v) such other information as the Lender from time to time reasonably requests.

Financial Statements and Certificates. While any amounts are owed It will furnish to the Lender from the Borrower (including, but not limited to, any Liability), Borrower will furnish the following to the Lender, all in form and scope acceptable to the Lender, unless such information is included in the Borrower’s most recent SEC Reports: (i) within 105 90 days after the close of each fiscal year of Borrowerit, a copy of the annual consolidated audited report of Borrower the Borrowers consisting of at least a balance sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of Borrower, it prepared on a consolidating and consolidated basis and in conformity with GAAPgenerally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by Borrower it and reasonably approved by the Lender; , together with a certificate from such accountants to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Event of Default that has occurred and is continuing, or if they have become aware of any such event, describing it and the steps, if any taken or being taken to cure it; (ii) within 45 days after the end of each fiscal quarterquarter of it, (a) a copy of an unaudited consolidated financial statement of Borrower the Borrowers prepared in the same manner as the report referred to in paragraph clause (i) above, signed by the chief financial officer or Confidential portions of Borrower this document have been redacted and filed separately with the Commission. Corporate Controller of Parent and consisting of at least a balance sheet as at the close of such fiscal quarter and quarter, statements of earnings, cash flow, income and source and application of funds for such fiscal quarter and for the period from the beginning of such fiscal year to the close of such fiscal quarter, ; and (b) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct certificate signed by the chief executive officer President or chief financial officer of Borrower, stating it providing that Borrower has not become aware of any (I) the financial statements being provided to Lender pursuant to clauses (ii)(a) are true and correct and (II) no Event of Default that has occurred and is continuing oroccurred, if there is any such including, but not limited to, no Event of Default describing it with respect to any of the financial covenants contained in the Documents; and the steps, if any, being taken to cure it; (iii) within 30 days after the end of each month, (1) a duly completed compliance certificatestatement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, dated the date of age, components and value, in such financial statements form and certified detail as true Lender may reasonably request; and correct (2) a certificate signed by the chief executive officer and President or chief financial officer of Borrowerit providing that the financial statements being provided to Lender pursuant to clause (iii)(1) above is true and correct; and(iv) if requested by Lender in writing, stating that Borrower has (1) documentation to support the Accounts Receivable statement set forth in clause (iii)(1) above, including, but not become aware limited to, sales reports, cash receipts reports and credit and debit journals; and/or (2) copies of any all of its bank statements and reconciliations thereof, including, but not limited to, Lock Box Accounts statements; (v) on the last Business Day of each week a completed Lender's standard form borrowing base certificate, which shall be executed by the President or the chief financial officer of the Borrowers, and shall contain information as of such Business Day; (vi) at least 45 days prior to the end of each of its fiscal years, a copy of its Business Plan for the immediately following fiscal year; (vii) schedules of Accounts Receivable in form and manner acceptable to Lender (which shall include current addresses and telephone numbers of Account Debtors) as often as requested by Lender, (viii) at Lender's request, Borrowers shall make available to Lender for inspection copies (or, at Lender's request after an Event of Default that Default, originals) of all orders, invoices, and similar agreements and documents, and all original shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for Inventory, the sale or disposition of which has occurred resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and is continuing orother documents and property evidencing or securing any Accounts Receivable, if there is any immediately upon receipt thereof and in the same form as received, with all necessary endorsements to enable Lender to enforce the same; (x) copies of all federal and state tax returns of it, including, but not limited to, requests for extensions of such Event of Default describing it tax returns, when and the steps, if any, being taken to cure it; as filed; (ivxi) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, Confidential portions of this document have been redacted and filed separately with the Commission. state or local), unit, agency, body or entity with respect to Borrower it; (xii) within 20 days of the end of the months of November, 2001, December, 2001, and January, 2002 statements showing Borrowers' Cash Loss for the period from October 1, 2001 to the close of each such month; (xiii) by no later than February 20, 2002, (a) a copy of an unaudited consolidated financial statement of the Borrowers prepared in the same manner as the report referred to in clause (i) above, signed by the chief financial officer or Corporate Controller of Parent and consisting of at least a balance sheet as at the close of January 31, 2002, statements of earnings, cash flow, income and source and application of funds for such the month of January 2002 and for the period from the beginning of such fiscal year to January 31, 2002; and (b) a certificate signed by the President or chief financial officer of it providing that could have a Material Adverse Effect; and (vI) the financial statements being provided to Lender pursuant to clauses (xiii)(a) are true and correct and (II) no Event of Default has occurred, including, but not limited to, no Event of Default with respect to any of the financial covenants contained in the Documents and (xiv) such other information as the Lender from time to time reasonably requests. Borrowers' failure to deliver or execute and deliver any of the items listed in this Section shall not affect or limit Lender's security interest in the Collateral.

Financial Statements and Certificates. While any amounts are owed to the Lender from the Borrower (including, but not limited to, any Liability), Borrower will furnish the following to the LenderLenders, all in form and scope acceptable to the Lender, unless such information is included in the Borrower’s most recent SEC ReportsLenders: (i) within 105 120 days after the close of each fiscal year of Borrower, a copy of the annual report of Borrower consisting of a balance sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of Borrower, prepared in conformity with GAAP, duly prepared by certified public accountants of recognized standing selected by Borrower and reasonably approved by the LenderLenders; (ii) within 45 days after the end of each fiscal quarter, (a) a copy of an unaudited financial statement of Borrower prepared in the same manner as the report referred to in paragraph (i) above, signed by the chief financial officer of Borrower and consisting of a balance sheet as at the close of such fiscal quarter and statements of earnings, cash flow, income and source and application of funds for such fiscal quarter and for the period from the beginning of such fiscal year to the close of such fiscal quarter, and (b) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer or chief financial officer of Borrower, stating that Borrower has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it; (iii) within 14 days after the end of each of the first two fiscal months ending after the Closing Date and within 7 days after the end of each fiscal month ending thereafter, (a) a copy of an unaudited financial statement of Borrower prepared in the same manner as the report referred to in paragraph (i) above, signed by the chief financial officer of Borrower and consisting of a balance sheet as at the close of such fiscal month and statements of earnings, cash flow, income and source and application of funds for such fiscal month and for the period from the beginning of such fiscal year to the close of such fiscal month, and (b) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer and or chief financial officer of Borrower, stating that Borrower has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it; (iv) copies of all federal and state tax returns of Borrower, including, but not limited to, requests for extensions of such tax returns, when and as filed; (v) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity with respect to Borrower that could have a Material Adverse EffectBorrower; and (vvi) such other information as the Lender Lenders from time to time reasonably requests.

Financial Statements and Certificates. While any amounts are owed It will furnish to the Lender from the Borrower (including, but not limited to, any Liability), Borrower will furnish the following to the Lender, all in form and scope acceptable to the Lender, unless such information is included in the Borrower’s most recent SEC Reports: (i) within 105 90 days after the close of each fiscal year of Borrowerit, a copy of the annual consolidated audited report of Borrower the Borrowers consisting of at least a balance sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of Borrower, it prepared on a consolidating and consolidated basis and in conformity with GAAPgenerally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by Borrower it and reasonably approved by the Lender; , together with a certificate from such accountants to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Event of Default that has occurred and is continuing, or if they have become aware of any such event, describing it and the steps, if any taken or being taken to cure it; (ii) within 45 days after the end of each fiscal quarterquarter of it, (a) a copy of an unaudited consolidated financial statement of Borrower the Borrowers prepared in the same manner as the report referred to in paragraph clause (i) above, signed by the chief financial officer or Corporate Controller of Borrower Parent and consisting of at least a balance sheet as at the close of such fiscal quarter and quarter, statements of earnings, cash flow, income and source and application of funds for such fiscal quarter and for the period from the beginning of such fiscal year to the close of such fiscal quarter, ; and (b) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct certificate signed by the chief executive officer President or chief financial officer of Borrower, stating it providing that Borrower has not become aware of any (I) the financial statements being provided to Lender pursuant to clauses (ii)(a) are true and correct and (II) no Event of Default that has occurred and is continuing oroccurred, if there is any such including, but not limited to, no Event of Default describing it with respect to any of the financial covenants contained in the Documents; and the steps, if any, being taken to cure it; (iii) within 30 days after the end of each month, (1) a duly completed compliance certificatestatement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, dated the date of age, components and value, in such financial statements form and certified detail as true Lender may reasonably request; and correct and (2) a certificate signed by the chief executive officer and President or chief financial officer of Borrowerit providing that the financial statements being provided to Lender pursuant to clause (iii)(1) above is true and correct; and(iv) if requested by Lender in writing, stating (1) documentation to support the Accounts Receivable statement set forth in clause (iii)(1) above, including, but not limited to, sales reports, cash receipts reports and credit and debit journals; and/or (2) copies of all of its bank statements and reconcilliations thereof, including, but not limited to, Lock Box Accounts statements; (v) on the fifteenth (15th) Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with the Commission. day of each month, (or if such day is not a Business Day, the next day that Borrower has not become aware is a Business Day) a completed Lender's standard form borrowing base certificate, which shall be executed by the President or the chief financial officer of any the Borrowers, and shall contain information as of the last Business Day of the immediately preceding month; (vi) at least 45 days prior to the end of each of its fiscal years, a copy of its Business Plan for the immediately following fiscal year; (vii) schedules of Accounts Receivable in form and manner acceptable to Lender (which shall include current addresses and telephone numbers of Account Debtors) as often as requested by Lender, (viii) at Lender's request, Borrowers shall make available to Lender for inspection copies (or, at Lender's request after an Event of Default that Default, originals) of all orders, invoices, and similar agreements and documents, and all original shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for Inventory, the sale or disposition of which has occurred resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and is continuing orother documents and property evidencing or securing any Accounts Receivable, if there is any immediately upon receipt thereof and in the same form as received, with all necessary endorsements to enable Lender to enforce the same; (x) copies of all federal and state tax returns of it, including, but not limited to, requests for extensions of such Event of Default describing it tax returns, when and the steps, if any, being taken to cure it; as filed; (ivxi) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity with respect to Borrower that could have a Material Adverse Effectit; and and (vxii) such other information as the Lender from time to time reasonably requests. Borrowers' failure to deliver or execute and deliver any of the items listed in this Section shall not affect or limit Lender's security interest in the Collateral.

Financial Statements and Certificates. While any amounts are owed to the Lender from the Borrower (including, but not limited to, any Liability), Borrower will furnish the following to the Lender, all in form and scope acceptable to the Lender, unless such information is included in the Borrower’s most recent SEC Public Reports: (i) within 105 days after the close of each fiscal year of Borrower, a copy of the annual report of Borrower consisting of a balance sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of Borrower, prepared in conformity with GAAP, duly prepared by certified public accountants of recognized standing selected by Borrower and reasonably approved by the Lender; (ii) within 45 days after the end of each fiscal quarter, (a) a copy of an unaudited financial statement of Borrower prepared in the same manner as the report referred to in paragraph (i) above, signed by the chief financial officer of Borrower and consisting of a balance sheet as at the close of such fiscal quarter and statements of earnings, cash flow, income and source and application of funds for such fiscal quarter and for the period from the beginning of such fiscal year to the close of such fiscal quarter, and (b) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer or chief financial officer of Borrower, stating that Borrower has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it; (iii) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer and chief financial officer of Borrower, stating that Borrower has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it; (iv) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity with respect to Borrower that could have a Material Adverse Effect; and (v) such other information as the Lender from time to time reasonably requests.

Financial Statements and Certificates. While any amounts are owed to the Lender from the Borrower (including, but not limited to, any Liability), Borrower Lessee will furnish the following statements to Lessor; provided that Lessor shall keep confidential items furnished by Lessee which are not generally available to the Lender, all in form and scope acceptable to the Lender, unless such information is included in the Borrower’s most recent SEC Reportspublic: (i) within 105 120 days after the close end of each of Lessee's fiscal year of Borrower, years (A) a copy of Lessee's unaudited Financial Statements for such fiscal year, (B) an Officer's Certificate stating that no Event of Default, or event which, with the annual report giving of Borrower consisting notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing and has not been waived, or, if there shall have occurred and be continuing such an Event of Default or event, specifying the nature thereof and the steps being taken to remedy the same, (C) a balance sheetcurrent rent or lease roll for the Leased Property setting forth rental information in reasonable detail regarding all of the Tenants and Tenant Leases, statement including any space utilized by Lessee, and (D) a calculation of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of Borrower, prepared in conformity with GAAP, duly prepared by certified public accountants of recognized standing selected by Borrower and reasonably approved by the LenderCash Flow Coverage Ratio for such fiscal year; (ii) within 45 120 days after the end of each of Guarantor's fiscal quarter, years (aA) a copy of an unaudited financial statement of Borrower prepared in the same manner as the report referred to in paragraph (i) above, signed by the chief financial officer of Borrower and consisting of a balance sheet as at the close of such fiscal quarter and Guarantor's audited Consolidated Financial statements of earnings, cash flow, income and source and application of funds for such fiscal quarter year, and (B) an Officer's Certificate stating that no Event of Default involving Guarantor, or event which, with the giving of notice or the passage of time, or both, would constitute such an Event of Default, has occurred and is continuing and has not been waived, or, if there shall have occurred and be continuing such an Event of Default or event, specifying the nature thereof and the steps being taken to remedy the same; (iii) within 50 days after the end of each of the first three fiscal quarters of each fiscal year of Lessee, (A) a copy of Lessee's balance sheet and statement of earnings for such quarter, together with Lessee's utilization statements produced in the period from ordinary course of business, which Lessor will hold in confidence, (B) an Officer's Certificate stating that no Event of Default or event which, with the beginning giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing and has not been waived, or, if there shall have occurred and be continuing such an Event of Default or event, specifying the nature thereof and the steps being taken to remedy the same, and (C) a calculation of the Cash Flow Coverage Ratio for such fiscal quarter; (iv) within 50 days after the end of each of the first three fiscal quarters of each fiscal year to the close of Guarantor, (A) a copy of Guarantor's unaudited Consolidated Financial Statements for such fiscal quarter, and (bB) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer or chief financial officer of Borrower, an Officer's Certificate stating that Borrower has not become aware of any no Event of Default that involving Guarantor or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default involving Guarantor, has occurred and is continuing and has not been waived, or, if there is any shall have occurred and be continuing such an Event of Default describing it or event, specifying the nature thereof and the steps, if any, steps being taken to cure it; (iii) a duly completed compliance certificate, dated remedy the date of such financial statements and certified as true and correct by the chief executive officer and chief financial officer of Borrower, stating that Borrower has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it; (iv) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity with respect to Borrower that could have a Material Adverse Effectsame; and (v) with reasonable promptness, such other information respecting the financial condition, affairs and properties of Lessee and Guarantor as the Lender Lessor may reasonably request from time to time reasonably requeststime.

Financial Statements and Certificates. While any amounts are owed to the Lender from the Borrower (including, but not limited to, any Liability), Borrower will furnish the following to the Lender, all in form and scope acceptable to the LenderLenders, unless such information is included in the Borrower’s most recent SEC Public Reports: (i) within 105 days after the close of each fiscal year of Borrower, a copy of the annual report of Borrower consisting of a balance sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of Borrower, prepared in conformity with GAAP, duly prepared by certified public accountants of recognized standing selected by Borrower and reasonably approved by the LenderLenders; (ii) within 45 50 days after the end of each fiscal quarter, (a) a copy of an unaudited financial statement of Borrower prepared in the same manner as the report referred to in paragraph (i) above, signed by the chief financial officer of Borrower and consisting of a balance sheet as at the close of such fiscal quarter and statements of earnings, cash flow, income and source and application of funds for such fiscal quarter and for the period from the beginning of such fiscal year to the close of such fiscal quarter, and (b) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer or chief financial officer of Borrower, stating that Borrower has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it; (iii) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer and or chief financial officer of Borrower, stating that Borrower has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it. Each compliance certificate shall be in substantially the form as Exhibit A to the White Oak Credit Agreement, as applicable; (iv) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity with respect to Borrower that could have a Material Adverse Effect; and (v) such other information as the Lender from time to time reasonably requests.

Financial Statements and Certificates. While any amounts are owed to the Lender Purchaser from the Borrower Company (including, but not limited to, any Liability), Borrower Company will furnish the following to the LenderPurchaser, all in form and scope acceptable to the LenderPurchaser, unless such information is included in the BorrowerCompany’s most recent SEC Reports: (i) within 105 days after the close of each fiscal year of BorrowerCompany, a copy of the annual report of Borrower Company consisting of a balance sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of BorrowerCompany, prepared in conformity with GAAP, duly prepared by certified public accountants of recognized standing selected by Borrower Company and reasonably approved by the LenderPurchaser; (ii) within 45 days after the end of each fiscal quarter, (aA) a copy of an unaudited financial statement of Borrower Company prepared in the same manner as the report referred to in paragraph (i) above, signed by the chief financial officer of Borrower Company and consisting of a balance sheet as at the close of such fiscal quarter and statements of earnings, cash flow, income and source and application of funds for such fiscal quarter and for the period from the beginning of such fiscal year to the close of such fiscal quarter, and (bB) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer or chief financial officer of BorrowerCompany, stating that Borrower Company has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it; (iii) a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by the chief executive officer and chief financial officer of BorrowerCompany, stating that Borrower Company has not become aware of any Event of Default that has occurred and is continuing or, if there is any such Event of Default describing it and the steps, if any, being taken to cure it; (iv) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity with respect to Borrower Company that could have a Material Adverse Effect; and (v) such other information as the Lender Purchasers from time to time reasonably requests.