Common use of Financial Statements; Financial Condition; etc Clause in Contracts

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (i) audited Financial Statements of (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) as of and for the year most recently ended more than 90 days prior to the date of the Term Loan Disbursement Date, unaudited Financial Statements of NACH and its Subsidiaries and MANA and its Subsidiaries (each prepared on a consolidated basis) as of and for the fiscal quarter most recently ended more than 45 days prior to the Term Loan Disbursement Date, each of which shall be certified by a Responsible Officer of the Borrower as being to his Actual Knowledge, after due inquiry, complete and correct in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, and its respective Subsidiaries on such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basis; (ii) a certificate by the chief financial officer of the Borrower stating that to his Actual Knowledge, after due inquiry, since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect; (iii) a certificate by the chief financial officer of the Borrower as to the financial condition and solvency of NACH and its Subsidiaries and MANA and its Subsidiaries (after giving effect to the incurrence of Indebtedness pursuant to the Loan Documents); and (iv) such other financial, business and other information regarding the Investor, the Borrower or any of its Subsidiaries as the Administrative Agent, the Issuing Bank or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (i) audited Consolidated Financial Statements and Consolidating Financial Statements of (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) the Borrower as of last day of and for the fiscal year of the Borrower most recently ended more than 90 days prior to the date Effective Date, in the case of such Consolidated Financial Statements, reported on by KPMG LLC or another recognized firm of independent certified public accountants reasonably acceptable to the Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Term Loan Disbursement DateBorrower on a consolidated basis in accordance with GAAP consistently applied; (ii) Except to the extent the Securities and Exchange Commission shall have waived compliance with Regulation S-X, unaudited Consolidated Financial Statements of NACH the Borrower for the periods set forth in Section 6.21 of the Acquisition Agreement; (iii) unaudited Consolidated Financial Statements and its Subsidiaries and MANA and its Subsidiaries (each prepared on a consolidated basis) Consolidating Financial Statements of the Borrower as of last day of and for the fiscal quarter most recently ended more than 45 days prior to the Term Loan Disbursement Effective Date, each of which shall be certified by a Responsible Officer the chief financial officer of the Borrower as being to his Actual Knowledge, after due inquiry, complete and correct and fairly presenting in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, and its respective Subsidiaries the Borrower on such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basis; (iiiv) a certificate by the chief financial officer of the Borrower stating that to his Actual Knowledge, after due inquiry, knowledge since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect; (iiiv) a certificate by the chief financial officer of the Borrower as to the financial condition and solvency of NACH and its Subsidiaries and MANA and its Subsidiaries the Borrower (after giving effect to the Acquisition and the incurrence of Indebtedness pursuant to the Loan Documentsrelating thereto); and (ivvi) such other financial, business and other information regarding the Investor, Borrower and its business affairs and the Borrower or any of its Subsidiaries transactions contemplated by this Agreement and not previously provided to the Administrative Agent as the Administrative Agent, the Issuing Bank Agent or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (i) audited Consolidated Financial Statements of (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) the Borrower as of last day of and for the fiscal year of the Borrower most recently ended more than 90 ninety (90) days prior to the date Effective Date, in the case of such Consolidated Financial Statements, reported on by KPMG or another recognized firm of independent certified public accountants reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Term Loan Disbursement Date, Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (ii) unaudited Consolidated Financial Statements of NACH and its Subsidiaries and MANA and its Subsidiaries (each prepared on a consolidated basis) the Borrower as of last day of and for the fiscal quarter most recently ended more than 45 forty-five (45) days prior to the Term Loan Disbursement Effective Date, each of which shall be certified by a Responsible Officer of the Borrower as being to his Actual Knowledge, after due inquiry, complete and correct and fairly presenting in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, Borrower and its respective Subsidiaries on such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basis; (iiiii) a certificate by the chief financial officer a Responsible Officer of the Borrower stating that to his Actual Knowledge, after due inquiry, knowledge since the date of such Consolidated Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect; (iiiiv) a certificate by the chief financial officer a Responsible Officer of the Borrower as to the financial condition and solvency of NACH and its Subsidiaries and MANA and its Subsidiaries the Borrower (after giving effect to the Agreement and the incurrence of Indebtedness pursuant to the Loan Documentsrelating thereto); and (ivv) such other financial, business and other information regarding the Investor, Borrower and its business affairs and the Borrower or any of its Subsidiaries transactions contemplated by this Agreement and not previously provided to the Administrative Agent as the Administrative Agent, the Issuing Bank Agent or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (i) audited Consolidated Financial Statements and Consolidating Financial Statements of (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) HGC as of last day of and for the fiscal year of HGC most recently ended more than 90 days prior to the date of the Term Loan Disbursement Effective Date, unaudited in the case of such Consolidated Financial Statements, reported on by KPMG LLC or another recognized firm of independent certified public accountants reasonably acceptable to the Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of HGC and the Borrower on a consolidated basis in accordance with GAAP consistently applied; (ii) except to the extent the Securities and Exchange Commission shall have waived compliance with Regulation S-X, Consolidated Financial Statements of NACH HGC for the periods set forth in Section 6.21 of the Acquisition Agreement; (iii) unaudited Consolidated Financial Statements and its Subsidiaries and MANA and its Subsidiaries (each prepared on a consolidated basis) Consolidating Financial Statements of HGC as of last day of and for the fiscal quarter most recently ended more than 45 days prior to the Term Loan Disbursement Effective Date, each of which shall be certified by a Responsible Officer the chief financial officer of the Borrower HGC as being to his Actual Knowledge, after due inquiry, complete and correct and fairly presenting in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, HGC and its respective Subsidiaries the Borrower on such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basis; (iiiv) a certificate by the chief financial officer of the Borrower HGC stating that to his Actual Knowledge, after due inquiry, knowledge since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect; (iiiv) a certificate by the chief financial officer of the Borrower HGC as to the financial condition and solvency of NACH HGC and its Subsidiaries and MANA and its Subsidiaries the Borrower (after giving effect to the Acquisition and the incurrence of Indebtedness pursuant to the Loan Documentsrelating thereto); and (ivvi) such other financial, business and other information regarding the Investor, HGC and the Borrower or any of its Subsidiaries and their business affairs and the transactions contemplated by this Agreement and not previously provided to the Administrative Agent as the Administrative Agent, the Issuing Bank Agent or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (i) audited A copy of the unaudited Financial Statements of the Borrowers for the fiscal quarters ended September 30, 2003 and December 31, 2003 and for the fiscal year to such date (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated and consolidating basis) as of and for the year most recently ended more than 90 days prior to the date of the Term Loan Disbursement Date), unaudited Financial Statements of NACH and its Subsidiaries and MANA and its Subsidiaries (in each prepared on a consolidated basis) as of and for the fiscal quarter most recently ended more than 45 days prior to the Term Loan Disbursement Date, each of which shall be case certified by a Responsible Officer the chief financial officer of the each such Borrower as being to his Actual Knowledge, after due inquiry, complete and correct in all material respects and present fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, other information reflected therein and its respective Subsidiaries on such dates and for any interim periods then ended, to have been prepared in accordance with GAAP applied on a consistent basis(subject to normal year-end audit adjustments); (ii) a certificate by the chief financial officer A copy of the Borrower stating that to his Actual Knowledgeaudited Financial Statements of the Borrowers for the fiscal year ended June 30, after due inquiry2003 (prepared on a consolidated basis), since prepared by Deloitte & Touche LLP or such other certified public accountant as the date Borrowers, the Administrative Agent deem acceptable and a copy of the unqualified opinion delivered by such accountants in connection with such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect; (iii) A copy of the most recently completed annual report (Form 5500 Series) filed with the Internal Revenue Service with respect to each Employee Benefit Plan of the Borrowers and their Subsidiaries, certified by a certificate by the chief financial senior officer of the Borrower as Borrowers; (iv) A copy of the budget and projected financial statements of the Loan Parties by fiscal year for each of the fiscal years through the Revolving Loan Maturity Date, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and acceptable to the financial condition Administrative Agent; (v) The pro forma EBITDA of the Borrowers and solvency their Subsidiaries, taken as a whole (including actual results of NACH Rail City and its Subsidiaries excluding any anticipated cost savings) for the 12 months ending on the last day of the most recently completed month is not less than $12,750,000 as well as balance sheets, income statements and MANA cash flows evidencing such pro form EBITDA, all in reasonable detail and its acceptable to the Administrative Agent; (vi) The Leverage Ratio for the Borrowers and their Subsidiaries (after giving effect taken as a whole) for the 12 month period ending on the last day of the most recently completed month (assuming that any Loans anticipated to be borrowed hereunder were outstanding during such twelve month period) does not exceed 3.50:1.00 as well as balance sheets, income statements and cash flows evidencing such Leverage Ratio, all in reasonable detail and acceptable to the incurrence of Indebtedness pursuant to the Loan Documents)Administrative Agent; and (ivvii) such Such other financial, business and other information regarding the Investor, the Borrower Borrowers or any of its their Subsidiaries as the Administrative Agent, the Issuing Bank L/C Issuer, the Swing Line Lender or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (i) audited Interim monthly Financial Statements for the twelve most recently completed monthly periods ending on the last month prior to the Closing Date for which Financial Statements are available, prepared by a Responsible Officer of Varsity; (Aii) NACH Pro forma balance sheets for the Borrower and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) as of and the last month for the year most recently ended more than 90 days prior which Financial Statements are available, after giving effect to the date of the Term Loan Disbursement DateMerger and reflecting estimated purchase price accounting adjustments, unaudited Financial Statements of NACH and its Subsidiaries and MANA and its Subsidiaries (each prepared on a consolidated basis) as of and for the fiscal quarter most recently ended more than 45 days prior to the Term Loan Disbursement Date, each of which shall be certified by a Responsible Officer of the Borrower as being to his Actual Knowledge, after due inquiry, complete and correct in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, and its respective Subsidiaries on such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basis; (ii) a certificate by the chief financial officer of the Borrower stating that to his Actual Knowledge, after due inquiry, since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse EffectBorrower; (iii) a certificate by A copy of the chief budget and projected financial officer statements of the Borrower as to the financial condition and solvency of NACH and its Subsidiaries by fiscal year for each of the fiscal years through the Term Loan B Maturity Date, including, in each case, projected balance sheets, statements of income and MANA statements of cash flow of the Borrower and its Subsidiaries, all in reasonable detail and in any event to include (i) projected Capital Expenditures and (ii) quarterly projections of the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement; (iv) The aggregate EBITDA of Varsity and its Subsidiaries for the last 12 months for which financial statements are available is not less than $21,500,000, if the Closing Date occurs prior to September 30, 2003, and $22,000,000, if the Closing Date occurs on or after September 30, 2003; (v) The ratio of Senior Debt to EBITDA for the Borrower and its Subsidiaries for the last 12 months, measured on a pro forma basis after giving effect to the incurrence Merger, does not exceed 2.90; (vi) The ratio of Indebtedness pursuant Total Funded Debt to EBITDA for the Borrower and its Subsidiaries for the last 12 months, measured on a pro forma basis after giving effect to the Loan Documents)Merger, does not exceed 4.90; and (ivvii) such Such other financial, business and other information regarding the Investor, the Borrower or any of its Subsidiaries as the Administrative Agent, the Issuing Bank L/C Issuer, the Swing Line Lender or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.;

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (i) audited Consolidated Financial Statements and Consolidating Financial Statements of (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) HGC as of last day of and for the fiscal year of HGC most recently ended more than 90 days prior to the date of the Term Loan Disbursement Effective Date, unaudited in the case of such Consolidated Financial Statements, reported on by KPMG LLC or another recognized firm of independent certified public accountants reasonably acceptable to the Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of HGC and the Borrower on a consolidated basis in accordance with GAAP consistently applied; (ii) Except to the extent the Securities and Exchange Commission shall have waived compliance with Regulation S-X, Consolidated Financial Statements of NACH HGC for the periods set forth in Section 6.21 of the Acquisition Agreement; (iii) unaudited Consolidated Financial Statements and its Subsidiaries and MANA and its Subsidiaries (each prepared on a consolidated basis) Consolidating Financial Statements of HGC as of last day of and for the fiscal quarter most recently ended more than 45 days prior to the Term Loan Disbursement Effective Date, each of which shall be certified by a Responsible Officer the chief financial officer of the Borrower HGC as being to his Actual Knowledge, after due inquiry, complete and correct and fairly presenting in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, HGC and its respective Subsidiaries the Borrower on such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basis; (iiiv) a certificate by the chief financial officer of the Borrower HGC stating that to his Actual Knowledge, after due inquiry, knowledge since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect; (iiiv) a certificate by the chief financial officer of the Borrower HGC as to the financial condition and solvency of NACH HGC and its Subsidiaries and MANA and its Subsidiaries the Borrower (after giving effect to the Acquisition and the incurrence of Indebtedness pursuant to the Loan Documentsrelating thereto); and (ivvi) such other financial, business and other information regarding the Investor, HGC and the Borrower or any of its Subsidiaries and their business affairs and the transactions contemplated by this Agreement and not previously provided to the Administrative Agent as the Administrative Agent, the Issuing Bank Agent or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (iA) audited Financial Statements of (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) of (1) the Borrower and its Subsidiaries as of and for the year most recently fiscal years ended more than 90 days prior to December 31, 2006 and 2005; (2) Mercury and its Subsidiaries as of and for the date fiscal years ended June 30, 2006 and 2005, and (3) SJJC and its Subsidiaries as of and for the Term Loan Disbursement Datefiscal years ended December 31, 2006 and 2005, and (B) unaudited Financial Statements of NACH and its Subsidiaries and MANA and its Subsidiaries (each prepared on a consolidated basis) of (1) Mercury and its Subsidiaries as of and for the fiscal quarter most recently year ended more than 45 days prior to June 30, 2007, and (2) the Term Loan Disbursement DateBorrower and SJJC and their respective Subsidiaries as of and for the three month periods ended March 31, 2007, and June 30, 2007, each of which shall be certified by a Responsible Officer of the Borrower as being being, to his Actual Knowledge, Knowledge after due inquiry, complete and correct in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANAthe Borrower, as applicable, Mercury and its SJJC and their respective Subsidiaries on such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basis; (ii) a certificate by the chief financial officer of the Borrower stating that to his Actual Knowledge, after due inquiry, since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect; (iii) a certificate by the chief financial officer of the Borrower as to the financial condition and solvency of NACH and its Subsidiaries and MANA the Borrower and its Subsidiaries (after giving effect to the incurrence of Indebtedness pursuant to the Loan Documents); and (iv) such other financial, business and other information regarding the Investor, the Borrower or any of its Subsidiaries as the Administrative Agent, the Issuing Bank or any Lender may reasonably request, including information as to possible contingent liabilities, existing or threatened litigation, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (i) audited Financial Statements of (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) as of and for the year most recently ended more than 90 days prior to the date of the Refinancing Term Loan Disbursement Date, unaudited Financial Statements of NACH and its Subsidiaries and MANA and its Subsidiaries (each prepared on a consolidated basis) as of and for the fiscal quarter most recently ended more than 45 days prior to the Refinancing Term Loan Disbursement Date, each of which shall be certified by a Responsible Officer of the Borrower as being to his Actual Knowledge, after due inquiry, complete and correct in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, and its respective Subsidiaries on such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basis; (ii) a certificate by the chief financial officer of the Borrower stating that to his Actual Knowledge, after due inquiry, since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect; (iii) a certificate by the chief financial officer of the Borrower as to the financial condition and solvency of NACH and its Subsidiaries and MANA and its Subsidiaries (after giving effect to the incurrence of Indebtedness pursuant to the Loan Documents); and (iv) such other financial, business and other information regarding the Investor, the Borrower or any of its Subsidiaries as the Administrative Agent, the Issuing Bank or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (i) audited Financial Statements of (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) as of and for the year most recently ended more than 90 days prior to the date of the Term Loan Disbursement Date, unaudited Financial Statements of NACH and its Subsidiaries and MANA and its Subsidiaries each Supermarine Company (each prepared on a consolidated basisother than Supermarine Investors) as of and for the fiscal quarter most recently ended more than 45 days prior to the Supermarine Acquisition Term Loan Disbursement Date, each of which shall be certified by a Responsible Officer of the Borrower as being to his Actual Knowledge, after due inquiry, complete and correct in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, and its respective Subsidiaries each Supermarine Company on such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basis; (ii) a certificate by the chief financial officer of the Borrower stating that to his Actual Knowledge, after due inquiry, since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect; (iii) a certificate by the chief financial officer of the Borrower Investor as to the financial condition and solvency of NACH the Investor and its Subsidiaries and MANA the Borrower and its Subsidiaries (after giving effect to the Supermarine Acquisition and the incurrence of Indebtedness pursuant relating thereto); (iv) Combined audited Financial Statements of the Supermarine Companies for the year ended 2005 as audited by Lesley, Thomas, Xxxxxxx & Xxxxxx, Inc., which Financial Statements shall not be materially different in the reasonable determination of the Administrative Agent from the unaudited Financial Statements of each Supermarine Company for the year ended 2005 previously delivered to the Loan Documents)Administrative Agent on or prior to the Amendment Closing Date; and (ivv) such other financial, business and other information regarding the Investor, the Borrower or any of its their Subsidiaries as the Administrative Agent, the Issuing Bank or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent: (i) audited Consolidated Financial Statements and Consolidating Financial Statements of (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) the Borrower as of last day of and for the fiscal year of the Borrower most recently ended more than 90 days prior to the date Effective Date, in the case of such Consolidated Financial Statements, reported on by KPMG LLC or another recognized firm of independent certified public accountants reasonably acceptable to the Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Term Loan Disbursement DateBorrower on a consolidated basis in accordance with GAAP consistently applied; (ii) except to the extent the Securities and Exchange Commission shall have waived compliance with Regulation S-X, unaudited Consolidated Financial Statements of NACH the Borrower for the periods set forth in Section 6.21 of the Acquisition Agreement; (iii) unaudited Consolidated Financial Statements and its Subsidiaries and MANA and its Subsidiaries (each prepared on a consolidated basis) Consolidating Financial Statements of the Borrower as of last day of and for the fiscal quarter most recently ended more than 45 days prior to the Term Loan Disbursement Effective Date, each of which shall be certified by a Responsible Officer the chief financial officer of the Borrower as being to his Actual Knowledge, after due inquiry, complete and correct and fairly presenting in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, and its respective Subsidiaries the Borrower on such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basis; (iiiv) a certificate by the chief financial officer of the Borrower stating that to his Actual Knowledge, after due inquiry, knowledge since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect; (iiiv) a certificate by the chief financial officer of the Borrower as to the financial condition and solvency of NACH and its Subsidiaries and MANA and its Subsidiaries the Borrower (after giving effect to the Acquisition and the incurrence of Indebtedness pursuant to the Loan Documentsrelating thereto); and (ivvi) such other financial, business and other information regarding the Investor, Borrower and its business affairs and the Borrower or any of its Subsidiaries transactions contemplated by this Agreement and not previously provided to the Administrative Agent as the Administrative Agent, the Issuing Bank Agent or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition; etc. The Borrower shall have delivered to (1) A copy of the Administrative Agent: (i) audited consolidated Financial Statements of (A) NACH and its Subsidiaries and (B) MANA and its Subsidiaries (each prepared on a consolidated basis) as of and NSE for the fiscal year most recently ended more than 90 days prior to the date December 31, 1997, prepared by Price Waterhouse LLP, together with a copy of the Term Loan Disbursement Dateunqualified opinion and management letter delivered by such accountants in connection with such Financial Statements; (2) A copy of the 10-K report filed by NSE with the Securities and Exchange Commission for the fiscal year ended December 31, unaudited 1997; (3) A copy of the audited consolidated Financial Statements of NACH and its Subsidiaries and MANA and its Subsidiaries (each prepared on a consolidated basis) as of and NSJ for the fiscal quarter most recently year ended more than 45 days prior to the Term Loan Disbursement DateDecember 31, each of which shall be certified 1997, prepared by Price Waterhouse LLP, together with a Responsible Officer copy of the Borrower as being to his Actual Knowledge, after due inquiry, complete unqualified opinion and correct management letter delivered by such accountants in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of NACH or MANA, as applicable, and its respective Subsidiaries on connection with such dates and for any interim periods then ended, in accordance with GAAP applied on a consistent basisFinancial Statements; (ii4) a certificate A final sources and uses statement for the NSI Acquisition (including transaction costs); (5) A balance sheet of NSE dated March 31, 1998 (which incorporates all preclosing adjustments), reflecting the consummation of the NSI Acquisition and the other transactions contemplated by the NSI Acquisition Documents, certified by the chief financial officer or treasurer of the Borrower stating that to his Actual Knowledge, after due inquiry, since the date of such Financial Statements, no event has occurred, NSE as having been prepared based upon reasonable assumptions and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effectin good faith; (iii6) a A certificate of the chief financial officer or treasurer of NSE setting forth, in such detail as Agent may reasonably request, the calculation of NSE's Tangible Net Worth on March 31, 1998; (7) A certificate of the Statutory Auditor of NSJ setting forth, in such detail as Agent may reasonably request, the calculation of NSJ's Tangible Net Worth on March 31, 1998; (8) A Solvency Certificate in the form of Exhibit L for each Borrower and its Material Subsidiaries, dated the Initial Closing Date and executed by the chief financial officer or treasurer of the Borrower as to the financial condition each Borrower; (9) The consolidated plan and solvency forecast of NACH NSE and its Subsidiaries for the fiscal year to end December 31, 1998 (reflecting among other events the NSI Acquisition and MANA the anticipated Borrowings under this Agreement), including quarterly cash flow projections and its Subsidiaries (after giving effect to quarterly projections of NSE's and NSJ's compliance with each of the incurrence covenants set forth in Paragraph 5.03 of Indebtedness pursuant to the Loan Documents)this Agreement; and (iv10) such Such other financial, business and other information regarding the Investor, the Borrower Borrowers or any of its their Subsidiaries as the Administrative Agent, the Issuing Bank Agent or any Lender may reasonably request, including information as to the NSI Acquisition and possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.