Common use of Annual Financial Statements and Information Clause in Contracts

Annual Financial Statements and Information. 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) Holdco, on a consolidated basis with its Subsidiaries, and (b) the Borrower, on a consolidated basis with its Subsidiaries, in each case as at the end of such fiscal year, setting forth in comparative form the figures as 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, 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 Lead Arrangers, and include a statement signed by such accountants to the effect that in connection with their examination of 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 in which either (i) EBITDA for the immediately preceding twelve (12) month is less than ninety percent (90%) of Holdco EBITDA or (ii) the total assets of the Borrower and its Restricted Subsidiaries are less than ninety percent (90%) of the total assets of Holdco and its Subsidiaries as 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 Borrower shall only be required to provide the financial statements referred to in this SECTION 7.2 for the Borrower on a consolidated basis with its Subsidiaries.

Annual Financial Statements and Information. 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 Within one ------------------------------------------- hundred five (90105) days after the end of each fiscal year of the Borrower, the audited balance sheet of (a) Holdcothe Borrower, on a consolidated basis with its the Restricted Subsidiaries, and (b) to the Borrowerextent such financial statements have been prepared, the audited balance sheets of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries, in each case as at the end of such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, year and the related audited statements statement of operations income and the retained earnings or deficit and 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 the Restricted Subsidiaries, and to the extent such financial statement have been prepared, the related profit and loss audited statements of (A) Holdco, on a consolidated basis with its Subsidiaries, income and (B) the Borrower, on a consolidated basis with its Subsidiaries, retained earnings or deficit and the related profit and loss statements of the Borrowercash flows of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries, in each case for such fiscal 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 Lead ArrangersAgents, and include a statement signed by such accountants to the effect certifying that in connection with their examination of such financial statements they have reviewed the provisions of this Agreement and have no knowledge of any event Default or condition which constitutes an Event of Default or, if they have such knowledge, specifying was detected during the nature examination of the Borrower and period of existence thereof its Restricted Subsidiaries 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 in which either (i) EBITDA for the immediately preceding twelve (12) month is less than ninety percent (90%) of Holdco EBITDA or (ii) the total assets of the Borrower and its Restricted Subsidiaries are less than ninety percent (90%) of the total assets of Holdco and its Subsidiaries as 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 Borrower shall only be required to provide the financial statements referred to in this SECTION 7.2 for the Borrower on a consolidated basis with its Subsidiaries.

Annual Financial Statements and Information. In addition to the quarterly financial statements and information to be provided pursuant to SECTION 7.1 with respect to the fourth fiscal quarter Certificate of the Borrower, within ----------------------------------------------------------- No Default. Within ninety (90) days after the end of each fiscal year of the Borrower, ---------- the audited balance sheet sheets of (a) Holdco, on a consolidated basis with its Subsidiaries, and (b) the Borrower, on a consolidated basis with its Subsidiaries, in each case Borrower as at the end of such fiscal year, setting all of which shall be on a consolidated or consolidating basis with the Borrower's Subsidiaries, and the related audited statements of income and retained earnings and related audited statements of cash flows for such year, which financial statements shall set forth in comparative form the such figures as at the end of and for the previous fiscal year, and the related audited statements shall be accompanied by an opinion 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, 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 standing satisfactory to the Lead ArrangersMajority Lenders, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in accordance with GAAP, and include a statement signed by that the examination of such accountants to the effect that in connection with their examination of such financial statements they have reviewed has been made in accordance with generally accepted accounting standards, and that such audit provides a reasonable basis for such opinion in the provisions circumstances, together with a statement of this Agreement and have the chief financial officer of the Borrower certifying that no knowledge of any event Default or condition which constitutes an Event of Default, including, without limitation, any Default orunder Sections 7.8 through 7.11 hereof, if they have such knowledgewas detected during the examination of the Borrower, 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 Agent and the Lenders 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 in which either (i) EBITDA for the immediately preceding twelve (12) month is less than ninety percent (90%) of Holdco EBITDA or (ii) the total assets of the Borrower and its Restricted Subsidiaries are less than ninety percent (90%) of the total assets of Holdco and its Subsidiaries as 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 Borrower shall only be required to provide the financial statements referred to in this SECTION 7.2 for the Borrower on a consolidated basis with its Subsidiaries.

Annual Financial Statements and Information. 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 Within one hundred five (90105) days after the end of each fiscal year of the Borrower, the audited balance sheet of (a) Holdcothe Borrower, on a consolidated basis with its the Restricted Subsidiaries, and the unaudited (bor, to the extent such financial statements have been audited, the audited) the Borrowerbalance sheets of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries, in each case as at the end of such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, year and the related audited statements statement of operations income and the retained earnings or deficit and 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 the Restricted Subsidiaries, and the related profit and loss audited the unaudited (or, to the extent such financial statements have been audited, the audited) statements of (A) Holdco, on a consolidated basis with its Subsidiaries, income and (B) the Borrower, on a consolidated basis with its Subsidiaries, retained earnings or deficit and the related profit and loss statements of the Borrowercash flows of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries, in each case for such fiscal 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 Lead ArrangersAgents, and include a statement signed by such accountants to the effect certifying that in connection with their examination of such financial statements they have reviewed the provisions of this Agreement and have no knowledge of any event Default or condition which constitutes an Event of Default or, if they have such knowledge, specifying was detected during the nature examination of the Borrower and period of existence thereof the Restricted Subsidiaries 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 in which either (i) EBITDA for the immediately preceding twelve (12) month is less than ninety percent (90%) of Holdco EBITDA or (ii) the total assets of the Borrower and its Restricted Subsidiaries are less than ninety percent (90%) of the total assets of Holdco and its Subsidiaries as 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 Borrower shall only be required to provide the financial statements referred to in this SECTION 7.2 for the Borrower on a consolidated basis with its Subsidiaries.

Annual Financial Statements and Information. In addition to the quarterly financial statements and information to be provided pursuant to SECTION 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) Holdco, on a consolidated basis with its Subsidiaries, and (b) the Borrower, on a consolidated basis with its Subsidiaries, in each case as at the end of such fiscal year, setting forth in comparative form the figures as 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, 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 Lead Arrangers, and include a statement signed by such accountants to the effect that in connection with their examination of 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; PROVIDEDprovided, HOWEVERhowever, 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 end in which either (ia) EBITDA for the immediately preceding twelve (12) month months is less than ninety percent (90%) of Holdco EBITDA or (iib) the total assets of the Borrower and its Restricted Designated Subsidiaries are is less than ninety percent (90%) of the total assets of Holdco and its Subsidiaries as of such fiscal year end, the Borrower shall only be required to provide the financial statements referred to in this SECTION Section 7.2 for Holdco on a consolidated basis with its Subsidiaries, Subsidiaries and (b) thereafter, thereafter the Borrower shall only be required to provide the financial statements referred to in this SECTION Section 7.2 for the Borrower on a consolidated basis with its Subsidiaries.