Common use of Annual Financial Statements and Information Clause in Contracts

Annual Financial Statements and Information. Within ninety (90) days after the end of each fiscal year of the Borrower: (a) a copy of the audited consolidated and consolidating (unconsolidated) balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and for the previous fiscal year and the related audited consolidated and consolidating (unconsolidated) statements of operations for such fiscal year and for the previous fiscal year, the related audited consolidated and consolidating (unconsolidated) statements of cash flow and stockholders' equity for such fiscal year and for the previous fiscal year, which shall be accompanied by an opinion of Ernst & Young or such other independent auditor acceptable to the Agent, certified to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrower on a consolidated and consolidating (unconsolidated) basis with its Subsidiaries as at the end of such fiscal year; and (b) for the Borrower Group on a combined basis, a balance sheet as of the end of such fiscal year and for the previous fiscal year and the related statement of operations for such fiscal year and for the previous fiscal year, the related statements of cash flow and stockholders' equity for such fiscal year and for the previous fiscal year, which may be prepared on an unaudited basis, but must be certified by the chief financial officer of the Borrower to have been prepared in accordance with GAAP, and to present fairly in all material respects the financial position of the Borrower Group as at the end of such fiscal year and the results of operations for such fiscal year, subject only to normal year-end and audit adjustments and the absence of footnotes.

Annual Financial Statements and Information. Certificate of No -------------------------------------------------------------- Default. ------- (a) Within ninety (90) 105 days after the end of each fiscal year of the Borrower: (a) year, a copy of (i) the audited consolidated and consolidating (unconsolidated) balance sheets of the Borrower and its Subsidiaries Subsidiaries, as of the end of such the current and prior fiscal year years and for the previous fiscal year and the related audited (ii) consolidated and consolidating (unconsolidated) statements of operations for earnings, consolidated statements of changes in shareholders' equity, and consolidated statements of changes in cash as of and through the end of such fiscal year and for the previous fiscal year, the related audited all of which consolidated and consolidating statements are (unconsolidatedA) statements of cash flow and stockholders' equity for such fiscal year and for the previous fiscal year, which shall be accompanied by an opinion of Ernst & Young or such other independent auditor acceptable to the Agent, certified to have been prepared in accordance with GAAP and (B) certified by independent certified public accountants acceptable to present fairly the Lenders (the Lenders agree that Ernst & Young & Co. is acceptable to the Lenders), whose opinion shall be in scope and substance in accordance with generally accepted auditing standards and shall be unqualified. (b) Within 105 days after the end of each fiscal year, a copy of (i) the consolidated balance sheets of the Borrower and its Subsidiaries, as of the end of the current and prior fiscal years and (ii) consolidated statements of earnings, consolidated statements of changes in shareholder's equity, and consolidated statements of changes in cash as of and through the end of such fiscal year, all of which statements (A) will account for the Borrower's investment in any Ventures according to the equity method of accounting and (B) shall be certified by the president, chief financial officer or chief accounting officer of the Borrower to be, in his or her opinion, complete and correct in all material respects and to present fairly, in accordance with GAAP (except to the extent that the Borrower's investment in any Ventures is accounted for according to the equity method of accounting), the financial position and results of operations of the Borrower on a consolidated and consolidating (unconsolidated) basis with its Subsidiaries as at the end of each such fiscal year; and. (bc) for Simultaneously with the delivery of the statements required by this Section 6.2, a letter from the Borrower's public accountants certifying that no Default was detected during the examination of the Borrower Group on a combined basisand its Subsidiaries, a balance sheet and authorizing the Borrower to deliver such financial statements and opinion thereon to the Administrative Lender and Lenders pursuant to this Agreement. (d) As soon as of available, but in any event within 105 days following the end of such fiscal year and for the previous fiscal year and the related statement of operations for such fiscal year and for the previous each fiscal year, the related statements a copy of cash flow and stockholders' equity for such fiscal year and for the previous fiscal year, which may be prepared on an unaudited basis, but must be certified by the chief financial officer annual consolidated operating budget of the Borrower to have been prepared in accordance with GAAP, and to present fairly in all material respects its Subsidiaries for the financial position of the Borrower Group as at the end of such fiscal year and the results of operations for such succeeding fiscal year, subject only to normal year-end and audit adjustments and the absence of footnotes.

Annual Financial Statements and Information. Within In addition to the quarterly financial statements and information to be provided pursuant to Section 7.1 with respect to the fourth fiscal quarter of the Borrower, within ninety (90) days after the end of each fiscal year of the Borrower: , the audited balance sheet of (a) a copy of the audited consolidated and consolidating (unconsolidated) balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and for the previous fiscal year and the related audited consolidated and consolidating (unconsolidated) statements of operations for such fiscal year and for the previous fiscal yearHoldco, the related audited consolidated and consolidating (unconsolidated) statements of cash flow and stockholders' equity for such fiscal year and for the previous fiscal year, which shall be accompanied by an opinion of Ernst & Young or such other independent auditor acceptable to the Agent, certified to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrower on a consolidated and consolidating (unconsolidated) basis with its Subsidiaries Subsidiaries, and (b) the Borrower, on a consolidated basis with its Subsidiaries, in each case as at the end of such fiscal year; and (b) for , setting forth in comparative form the Borrower Group on a combined basis, a balance sheet figures as of at the end of and for the previous fiscal year, and the related audited statements of operations and the related statements of cash flows of (i) Holdco, on a consolidated basis with its Subsidiaries, and (ii) the Borrower, on a consolidated basis with its Subsidiaries, and the related profit and loss statements of (A) Holdco, on a consolidated basis with its Subsidiaries, and (B) the Borrower, on a consolidated basis with its Subsidiaries, in each case for such fiscal year year, setting forth in comparative form the figures as at the end of and for the previous fiscal year and certified, without any qualifications or explanatory paragraphs, by independent certified public accountants of national recognized standing, whose opinion shall be in scope and substance reasonably satisfactory to the related Lead Arrangers, and include a statement signed by such accountants to the effect that in connection with their examination of operations for such financial statements they have reviewed the provisions of this Agreement and have no knowledge of any event or condition which constitutes an Event of Default or, if they have such knowledge, specifying the nature and period of existence thereof and that such accountants have authorized the Borrower to deliver such financial statements and opinion thereon to the Credit Parties pursuant to this Agreement; provided, however, that in issuing such statement, such independent accountants shall not be required to go beyond normal auditing procedures conducted in connection with their opinion referred to above. Notwithstanding the foregoing, prior to any fiscal year and end in which either (a) EBITDA for the previous fiscal year, immediately preceding twelve (12) months is less than ninety percent (90%) of Holdco EBITDA or (b) the related statements of cash flow and stockholders' equity for such fiscal year and for the previous fiscal year, which may be prepared on an unaudited basis, but must be certified by the chief financial officer total assets of the Borrower to have been prepared in accordance with GAAP, and to present fairly in all material respects the financial position its Designated Subsidiaries is less than ninety percent (90%) of the Borrower Group total assets of Holdco and its Subsidiaries as at the end of such fiscal year end, the Borrower shall only be required to provide the financial statements referred to in this Section 7.2 for Holdco on a consolidated basis with its Subsidiaries and thereafter the results of operations Borrower shall only be required to provide the financial statements referred to in this Section 7.2 for such fiscal year, subject only to normal year-end and audit adjustments and the absence of footnotesBorrower on a consolidated basis with its Subsidiaries.

Annual Financial Statements and Information. Within In addition to the quarterly financial statements and information to be provided pursuant to SECTION 7.1 with respect to the fourth fiscal quarter of the Borrower, within ninety (90) days after the end of each fiscal year of the Borrower: , the audited balance sheet of (a) a copy of the audited consolidated and consolidating (unconsolidated) balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and for the previous fiscal year and the related audited consolidated and consolidating (unconsolidated) statements of operations for such fiscal year and for the previous fiscal yearHoldco, the related audited consolidated and consolidating (unconsolidated) statements of cash flow and stockholders' equity for such fiscal year and for the previous fiscal year, which shall be accompanied by an opinion of Ernst & Young or such other independent auditor acceptable to the Agent, certified to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrower on a consolidated and consolidating (unconsolidated) basis with its Subsidiaries Subsidiaries, and (b) the Borrower, on a consolidated basis with its Subsidiaries, in each case as at the end of such fiscal year; and (b) for , setting forth in comparative form the Borrower Group on a combined basis, a balance sheet figures as of at the end of and for the previous fiscal year, and the related audited statements of operations and the related statements of cash flows of (i) Holdco, on a consolidated basis with its Subsidiaries, and (ii) the Borrower, on a consolidated basis with its Subsidiaries, and the related profit and loss statements of (A) Holdco, on a consolidated basis with its Subsidiaries, and (B) the Borrower, on a consolidated basis with its Subsidiaries, and the related profit and loss statements of the Borrower, on a consolidated basis with its Subsidiaries, in each case for such fiscal year year, setting forth in comparative form the figures as at the end of and for the previous fiscal year and certified, without any qualifications or explanatory paragraphs, by independent certified public accountants of national recognized standing, whose opinion shall be in scope and substance reasonably satisfactory to the related Lead Arrangers, and include a statement signed by such accountants to the effect that in connection with their examination of operations for such financial statements they have reviewed the provisions of this Agreement and have no knowledge of any event or condition which constitutes an Event of Default or, if they have such knowledge, specifying the nature and period of existence thereof and that such accountants have authorized the Borrower to deliver such financial statements and opinion thereon to the Credit Parties pursuant to this Agreement; PROVIDED, HOWEVER, that in issuing such statement, such independent accountants shall not be required to go beyond normal auditing procedures conducted in connection with their opinion referred to above. Notwithstanding the foregoing, (a) prior to any fiscal year and in which either (i) EBITDA for the previous fiscal year, immediately preceding twelve (12) month is less than ninety percent (90%) of Holdco EBITDA or (ii) the related statements of cash flow and stockholders' equity for such fiscal year and for the previous fiscal year, which may be prepared on an unaudited basis, but must be certified by the chief financial officer total assets of the Borrower to have been prepared in accordance with GAAP, and to present fairly in all material respects the financial position its Restricted Subsidiaries are less than ninety percent (90%) of the Borrower Group total assets of Holdco and its Subsidiaries as at the end of such fiscal year end, the Borrower shall only be required to provide the financial statements referred to in this SECTION 7.2 for Holdco on a consolidated basis with its Subsidiaries, and (b) thereafter, the results of operations Borrower shall only be required to provide the financial statements referred to in this SECTION 7.2 for such fiscal year, subject only to normal year-end and audit adjustments and the absence of footnotesBorrower on a consolidated basis with its Subsidiaries.