Common use of Financial Statements and Certificates Clause in Contracts

Financial Statements and Certificates. It will furnish to the Lender (i) within 90 days after the close of each fiscal year of it, a copy of the annual consolidated audited report of 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 it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by it and 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 quarter of it, (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 Confidential portions of 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 quarter, statements of earnings, cash flow, income and source and application of funds for such quarter and for the period from the beginning of such fiscal year to the close of such quarter; and (b) a certificate signed by the President or chief financial officer of it providing that (I) the financial statements being provided to Lender pursuant to clauses (ii)(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 (iii) within 30 days after the end of each month, (1) a statement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, age, components and value, in such form and detail as Lender may reasonably request; and (2) a certificate signed by the President or chief financial officer of it 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, (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 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, 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 resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, 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 tax returns, when and as filed; (xi) 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 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 (I) 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. It Lessee will furnish the following statements to Lessor; provided that Lessor shall keep confidential terms furnished by Lessee which are not generally available to the Lender public: (i) within 90 120 days after the close end of each fiscal year of it, Fiscal Years (A) a copy of the annual consolidated audited report of 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 it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by it and approved by the Lender, together with a certificate from Consolidated Financial Statements for 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 Fiscal Year; (B) an Officer's Certificate stating (x) that no Event of Default that Default, or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuingcontinuing and has not been waived, or or, if they there shall have become aware occurred and be continuing such an Event of any such eventDefault, describing it specifying the nature thereof and the steps, if any taken or steps being taken to cure itremedy the same, and (y) that to the best of the signer's knowledge and belief, Lessee is not in default in the performance or observance of any of the terms of any loans or credit facilities, which by their terms would permit an outstanding balance equal to or greater than $10,000,000.00 in the aggregate, which default would permit the holder thereof to accelerate its stated maturity; (C) a current rent or lease roll for the Leased Property setting forth rental information in reasonable detail regarding all of the Tenants and Tenant Leases, including any space utilized by Lessee; (D) a statement of revenues and expenses of the Leased Property for the twelve-month period then ended in detail reasonably satisfactory to Lessor; and (E) a certificate in form satisfactory to Lessor setting forth the Coverage Ratio for the twelve- month period then ended; (ii) within 45 days after the end of each fiscal quarter of itcalendar quarter, (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 Confidential portions of this document have been redacted all revenues and filed separately with the Commission. Corporate Controller of Parent and consisting of at least a balance sheet as at the close of such quarter, statements of earnings, cash flow, income and source and application of funds for such quarter and for the period from the beginning of such fiscal year expenses relating to the close operation of the Facility during such quarter; and (b) calendar quarter in each case certified by Lessee to Lessor in a certificate signed by in substantially the President or chief financial officer of it providing that (I) the financial statements being provided to Lender pursuant to clauses (ii)(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 form attached hereto as Exhibit E. (iii) within 30 15 days after the end of each monthrequest by Lessor, (1A) a statement showing age of the number of units available and reconciliation of its Accounts Receivable and accounts payable the actual resident-days for the preceding month most recent month, quarter and year, (B) census information for the Facility in sufficient detail to show resident-mix on a status of its Inventory showing locationdaily average basis for the prior quarter and year, age, components and value, in such form and detail as Lender may reasonably request; and (2C) a certificate signed an aged accounts receivable report in sufficient detail to show amounts due from each class of resident-mix (such as private, Medicare, Medicaid and V.A.) by the President or chief financial officer account age classifications of it providing that the financial statements being provided to Lender pursuant to clause 30 days, 60 days, 90 days, 120 days, and over 120 days; (iii)(1) above is true and correct; and(iviv) if requested by Lender in writingapplicable, within 15 days after filing or receipt, as the case may be, (1A) documentation all cost reports filed with any regulatory or licensing agency (including any cost reports for Medicare or Medicaid) and any amendments thereto, together with all responses, audit reports or inquiries with respect to support the Accounts Receivable statement set forth in clause (iii)(1) above, including, but not limited to, sales such cost reports, cash receipts reports and credit and debit journals; and/or (2B) copies of all licensure and certification survey reports and statements of its bank statements and reconciliations deficiencies with respect to the Facility (with correction plans attached thereto), (C) copies of the Medicaid rate calculation worksheet (or equivalent thereof, includingif any, 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 issued 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 Lenderapplicable Medicaid Agency, (viii) at Lender's request, Borrowers shall make available to Lender for inspection copies (or, at Lender's request after an Event of 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 resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, immediately upon receipt thereof and in the same form as received, with all necessary endorsements to enable Lender to enforce the same; (xD) copies of all federal and state tax returns notices (regardless of it, including, but not limited to, requests for extensions of such tax returns, when and as filed; (xiform) copies of from any and all reportslicensing and/or certifying agencies that the license or applicable reimbursement certification for the Facility is being downgrade to a substandard category, examinationsrevoked or suspended or that action is pending or being considered to downgrade to a substandard category, noticesrevoke or suspend the Facility's license or certification, 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 it; (xiiE) within 20 days evidence of the end payment 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 any bed taxes 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 (I) 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.similar taxes;

Financial Statements and Certificates. It will furnish to the Lender (i) within 90 days after the close of each fiscal year of it, a copy of the annual consolidated audited report of 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 it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by it and 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 quarter of it, (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 Confidential portions of 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 quarter, statements of earnings, cash flow, income and source and application of funds for such quarter and for the period from the beginning of such fiscal year to the close of such quarter; and (b) a certificate signed by the President or chief financial officer of it providing that (I) the financial statements being provided to Lender pursuant to clauses (ii)(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 (iii) within 30 days after the end of each month, (1) a statement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, age, components and value, in such form and detail as Lender may reasonably request; and and (2) a certificate signed by the President or chief financial officer of it 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, (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 reconciliations reconcilliations thereof, including, but not limited to, Lock Box Accounts statements; (v) on the last Business Day fifteenth (15th) Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with the Commission. day of each week month, (or if such day is not a Business Day, the next day that 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 the Borrowers, and shall contain information as of such the last Business DayDay 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, 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 resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, 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 tax returns, when and as filed; (xi) 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 it; and (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 (I) 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. It 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 public: (i26) within 90 120 days after the close end of each fiscal year of it, Fiscal Year (A) a copy of the annual consolidated audited report of 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 it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by it and approved by the Lender, together with a certificate from Consolidated Financial Statements for 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 Fiscal Year; (B) an Officer's Certificate stating (x) that no Event of Default that Default, or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuingcontinuing and has not been waived, or or, if they there shall have become aware occurred and be continuing such an Event of any such eventDefault, describing it specifying the nature thereof and the steps, if any taken or steps being taken to cure itremedy the same, and (y) that to the best of the signer's knowledge and belief, Lessee is not in default in the performance or observance of any of the terms of any loans or credit facilities, with an outstanding balance equal to or greater than $10,000,000.00 in the aggregate, which default would permit the holder thereof to accelerate its stated maturity; (iiC) a current rent or lease roll for each Facility setting forth rental information in reasonable detail regarding all of the Tenants and Tenant Leases, including any space utilized by Lessee; (D) a statement of revenues and expenses of the Leased Property for the twelve-month period then ended in detail reasonably satisfactory to Lessor; (E) balance sheets for each Facility for the twelve-month period then ended, in detail reasonably satisfactory to Lessor, and (F) a certificate in form satisfactory to Lessor setting forth the Consolidated Coverage Ratio and the Facility Coverage Ratios for the twelve-month period then ended, each certified as accurate by Lessee's chief financial officer; (27) within 30 days after the end of each calendar month, a statement of all revenues and expenses and balance sheets relating to the operation of each of the Facilities during such calendar month, in each case certified as accurate by Lessee's chief financial officer; (28) within 15 days after request by Lessor, (A) a statement of the number of units available and the actual resident-days for the most recent month, quarter and year to date, (B) census information for the Facilities in sufficient detail to show resident-mix on a daily average basis for the prior quarter and year, and (C) an aged accounts receivable report in sufficient detail to show amounts due from each class of resident-mix (such as private, Medicare, Medicaid and V.A.) by the account age classifications of 30 days, 60 days, 90 days, 120 days, and over 120 days; (29) if applicable, within 15 days after filing or receipt, as the case may be, (A) all cost reports filed with any regulatory or licensing agency (including any cost reports for Medicare or Medicaid) and any amendments thereto, together with all responses, audit reports or inquiries with respect to such cost reports, (B) copies of all licensure and certification survey reports and statements of deficiencies with respect to the Facilities (with correction plans attached thereto), (C) copies of the Medicaid rate calculation worksheet (or equivalent thereof), if any, issued by the applicable Medicaid Agency, (D) copies of all notices (regardless of form) from any and all licensing and/or certifying agencies that the license or applicable reimbursement certification for the Facilities is being downgraded to a substandard category, revoked or suspended or that action is pending or being considered to downgrade to a substandard category, revoke or suspend any Facility's license or certification, and (E) evidence of the payment of any bed taxes or similar taxes; (30) within ten days after receipt, copies of all licensure and certification surveys, reports and statements of deficiencies with respect to each of the Facilities together with any plans of correction applicable thereto, if any, within the time prescribed by any applicable Legal Requirement; (31) within 30 days after filing, copies of the 10-Q and 10-K Reports of Lessee filed with the United States Securities and Exchange Commission; (32) within 45 days after the end of each fiscal quarter of it, (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 Confidential portions of 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 quarter, statements of earnings, cash flow, income a certificate in form acceptable to Lessor that the required Consolidated Coverage Ratio and source and application of funds for such quarter and Facility Coverage Ratios for the period from the beginning of such fiscal year to the close of such quarterquarter then ended has been achieved; and (b) a certificate signed by the President or chief financial officer of it providing that (I) the financial statements being provided to Lender pursuant to clauses (ii)(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 (iii) within 30 days after the end of each month, (1) a statement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, age, components and value, in such form and detail as Lender may reasonably request; and (2) a certificate signed by the President or chief financial officer of it 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, (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 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, 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 resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, 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 tax returns, when and as filed; (xi) 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 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 (I) 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.and

Financial Statements and Certificates. It will furnish to the Lender Lender: (i) within 90 days after the close of each fiscal year of it, a copy of the annual consolidated audited report of the Borrowers it 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 it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by it and approved by the Lender, together with a such 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 as may be required under generally accepted accounting practices and is continuing, or if they have become aware of any such event, describing it principles and the steps, if any taken or being taken to cure itrules and regulations of the SEC; (ii) within 45 (a) 30 days after the end of each month other than the month ending at the end of its fiscal quarter year, and (b) 60 days after the end of itthe month ending at the end of its fiscal year, (a) a copy of an unaudited consolidated financial statement of the Borrowers it prepared in the same manner as the report referred to in clause (i) aboveabove (including, but not limited to, prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles) with the exception that the monthly reports other than monthly reports dated as of the end of any fiscal quarter of it do not need to take into account all adjustments necessary to be in accordance with generally accepted accounting principles, signed by the chief financial officer or Confidential portions controller or treasurer of this document have been redacted and filed separately with the Commission. Corporate Controller of Parent it and consisting of at least a balance sheet as at the close of such quarter, month and statements of earnings, earnings and cash flow, income and source and application of funds flow statement for such quarter month and for the period from the beginning of such fiscal year to the close of such quartermonth; and (b) a certificate signed by the President or chief financial officer of it providing that (I) the financial statements being provided to Lender pursuant to clauses (ii)(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 (iii) within 30 10 days after the end of each month, (1) a statement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, age, components and value, in such form and detail as Lender may reasonably request; and (2) a certificate signed by the President or chief financial officer of it 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, (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 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, 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 resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, 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 tax returns, when and as filed; (xi) 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 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 (b3) a certificate signed by the President or chief financial officer or controller or treasurer of it providing that (I) the financial statements items being provided to Lender pursuant to clauses (xiii)(aiii)(1) and (2) above are true and correct and in all material respects; - 28 - ***(IIREDACTED) 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.- Confidential Treatment Requested

Financial Statements and Certificates. It will furnish to the Lender Lender: (i) within 90 120 days after the close of each its fiscal year of ityears, a copy of the its annual consolidated audited report of 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 it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared audited by certified public accountants of recognized standing selected by it and 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 audit 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 30 days after the end close of each fiscal quarter of itcalendar month, (a) a copy of an its 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 Confidential portions of 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 quarter, statements of earnings, cash flow, income and source and application of funds for such quarter and for the period from the beginning of such fiscal year to the close of such quarter; and (b) a certificate signed by the President or chief financial officer of it providing that (I) the internal financial statements being provided to Lender pursuant to clauses (ii)(a) are true on a consolidated 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 Documentsconsolidating basis; and (iii) within 30 days after the end close of each monthcalendar quarter, (1) a statement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, age, components and value, in such form and detail as Lender may reasonably request; and (2) a certificate signed by the President or chief financial an officer of it providing the Borrower certifying 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 writingexcept as described therein, (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 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, 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 resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, 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 tax returns, when and as filed; (xi) 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 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 (I) the financial statements being provided to Lender pursuant to clauses (xiii)(a) are true and correct and (II) no Event of Default has occurredoccurred and is continuing, (2) no litigation, arbitration proceeding or governmental or regulatory proceeding has been instituted or adversely determined, or is threatened which is materially adverse to it on a consolidated basis, all as of the date of such certificate, and (3) that Borrower is in compliance with the terms and financial covenants of this Loan Agreement; (iv) copies of all publicly released or filed statements or documents including, but not limited towithout limitation, no Event of Default with respect to any of the 10-K reports, 10-Q reports, press releases and financial covenants contained in the Documents statements; (v) annual business plan including forecast and projections; and (xivvi) 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. It will (a) Tenant shall furnish the following statements to the Lender Landlord (i) as soon as practicable, and in any event within 90 days after the close of each fiscal year of it, a copy of the annual consolidated audited report of 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 it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by it and 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 quarter year of itTenant, (a) audited consolidated and consolidating financial statements of Tenant, as of the end of and for such year, including a copy of an unaudited consolidated financial and consolidating balance sheet, a consolidated and consolidating statement of income and a consolidated and consolidating statement of changes in financial position as of the Borrowers prepared end of and for such fiscal year; (ii) as soon as practicable, and in the same manner as the report referred to in clause any event not later than fifteen (i15) above, signed by the chief financial officer or Confidential portions of 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 days after the close of such each calendar quarter, statements an internally prepared consolidated and consolidating balance sheet of earningsTenant, cash flow, income a consolidated and source consolidating statement of profit and application loss reconciliation and a consolidated and consolidating statement of funds for such quarter and changes in financial position for the period from the beginning of such the fiscal year to the close date of such quarterstatement; and (b) a certificate signed by the President or chief financial officer of it providing that (I) the financial statements being provided to Lender pursuant to clauses (ii)(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 (iii) as soon as practicable, and in any event within 30 90 days after the end of each month, (1) a statement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, age, components and value, in such form and detail as Lender may reasonably request; and (2) a certificate signed by the President or chief financial officer of it 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, (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 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 yearscalendar year, a copy of its Business Plan for the immediately following fiscal yearTenant's Corporate Federal Income Tax Return; and (vii) schedules of Accounts Receivable in form and manner acceptable to Lender (which shall include current addresses and telephone numbers of Account Debtorsiv) as often soon as requested practicable, copies of all such financial statements and reports as Tenant shall send to its stockholders; the foregoing (i) and (ii) to be in reasonable detail and satisfactory in scope to Landlord and the foregoing (i) to be certified by Lendera firm of independent certified public accountants, whose certificate shall be based upon an examination conducted in accordance with generally accepted auditing standards and the application of such tests as said accountants deem necessary in the circumstances. Together with each delivery of financial statements required by subdivision (viiia) at Lenderabove, Tenant will deliver or cause to be delivered to Landlord a certificate of Tenant's requestPresident, Borrowers shall make available -24- any Vice President, or Treasurer stating to Lender for inspection copies (or, at Lenderthe best of such officer's request after an knowledge based on reasonable inquiry that there exists no Event of Default, originals) or, if any such Event of all ordersDefault exists, invoices, and similar agreements and documents, and all original shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for Inventoryspecifying the nature thereof, the sale or disposition period of which has resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, immediately upon receipt existence thereof and in the same form as received, with all necessary endorsements what action Tenant proposes 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 tax returns, when and as filed; (xi) 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 take with respect to it; (xii) within 20 days thereto. Together with each delivery of the end of the months of November, 2001, December, 2001, and January, 2002 financial statements showing Borrowers' Cash Loss for the period from October 1, 2001 to the close of each such month; (xiii) required by no later than February 20, 2002, subdivision (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 Tenant will deliver or cause to be delivered to Landlord a certificate of said accountants stating that, in making the chief financial officer or Corporate Controller of Parent and consisting of at least a balance sheet as at audit necessary to 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 certification of such fiscal year to January 31financial statements, 2002; and (b) a certificate signed by the President or chief financial officer they have obtained no knowledge of it providing that (I) the financial statements being provided to Lender pursuant to clauses (xiii)(a) are true and correct and (II) no any Event of Default has occurredor, including, but not limited to, no if any such Event of Default with respect exists, specifying the nature and period of existence thereof. Such accountants, however, shall not be liable to any anyone by reason of the financial covenants contained in the Documents and (xiv) such other information as the Lender from time to time reasonably requests. Borrowers' their failure to deliver or execute and deliver obtain knowledge of any such Event of the items listed in this Section shall not affect or limit Lender's security interest in the CollateralDefault.

Financial Statements and Certificates. It will furnish to the Lender (i) within 90 days after the close of each fiscal year of it, a copy of (a) the annual consolidated audited report of the Borrowers it 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 it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by it and 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; and (b) Borrower's annual Management Letter prepared by Borrower's certified public accountants; (ii) within 45 days after the end of each fiscal quarter of itquarter, (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 Confidential portions of this document have been redacted and its form 10Q filed separately with the Commission. Corporate Controller of Parent securities and consisting of at least a balance sheet as at the close of such quarter, statements of earnings, cash flow, income and source and application of funds for such quarter and for the period from the beginning of such fiscal year to the close of such quarterexchange commission; and (b) a certificate signed by the President or chief financial officer of it providing that (I) the financial statements being provided to Lender pursuant to clauses (ii)(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 (iii) within 30 days after the end of each monthfiscal quarter, (1) a statement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, age, components and value, in such form and detail as Lender may reasonably request; and (2) a certificate signed by the President or chief financial officer of it providing that the financial statements being provided to Lender pursuant to clause (iii)(1) above is are true and correct; and(iv) if requested by Lender in writing, (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 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, 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 resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, immediately upon receipt thereof and in the same form as received, with all necessary endorsements to enable Lender to enforce the same; (xiv) copies of all federal and state tax returns of it, including, but not limited to, requests for extensions of such tax returns, when and as filed; (xiv) 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 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 (I) 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 (xivvi) 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.