Common use of Annual Statements and Certificates Clause in Contracts

Annual Statements and Certificates. The Borrowers shall furnish to the Lender as soon as available, but in no event more than one hundred twenty (120) days after the close of the Borrowers’ fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers and their Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers and their Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT D, containing a detailed computation of each financial covenant in this Agreement that is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate (except as set forth in any schedule attached to the Compliance Certificate), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format acceptable to the Lender and (iii) a management letter in the form prepared by the Borrowers’ independent certified public accountants.

Annual Statements and Certificates. The Borrowers the Borrower shall furnish to the Lender as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of each fiscal year of the Borrowers’ fiscal yearsBorrower, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender 90 relating to the Borrowers Borrower and their its Subsidiaries, prepared in accordance with GAAP and examined and certified audited by independent certified public accountants reasonably satisfactory to the Lenderof nationally recognized standing, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers Borrower and their its Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements statement of income, and consolidated statements of cash flows and changes in shareholders equity of the Borrowers Borrower and their its Subsidiaries for such fiscal year, (ii) an unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and an unaudited consolidating statement of income for such fiscal year, and (iiiii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT Exhibit "D", containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, and a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers Borrower in a format acceptable to the Lender and (iii) a management letter in the form prepared by the Borrowers’ Borrower's independent certified public accountants.

Annual Statements and Certificates. The Borrowers shall furnish to the Lender as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of the Borrowers’ ' fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers and their Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers and their Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DC, as may be amended by the Lender from time to time, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any a schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format acceptable to the Lender and (iii) a management letter in the form prepared by the Borrowers’ ' independent certified public accountants. It is understood and agreed that the Borrowers shall furnish to the Lender within fifteen (15) days of the Closing Date the statements required by this Section for the fiscal year end January 31, 2006.

Annual Statements and Certificates. The Borrowers shall furnish to the Lender as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of the Borrowers’ ' fiscal years, (i) a copy of the Company's 10-K filed with the Securities and Exchange Commission or if the 10-K is not filed, the Company's annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers and their Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers and their Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT D, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format acceptable to the Lender and (iii) a management letter in the form prepared by the Borrowers’ ' independent certified public accountants.

Annual Statements and Certificates. The Borrowers shall furnish to the Lender Agent and the Lenders as soon as available, but in no event more than one hundred twenty (120) days after the close of the Borrowers’ fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender Agent relating to the Borrowers and their Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the LenderAgent, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers and their Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT Exhibit D, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format acceptable to the Lender Agent and (iii) if issued, a management letter (including those marked draft) in the form prepared by the Borrowers’ independent certified public accountantsaccountants and within thirty (30) days of such issuance.

Annual Statements and Certificates. The Borrowers shall furnish to the Lender as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of the Borrowers’ ' fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers and their Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers and their Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DC, as may be amended by the Lender from time to time, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any a schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format acceptable to the Lender and (iii) a management letter in the form prepared by the Borrowers’ ' independent certified public accountants.

Annual Statements and Certificates. The Borrowers Company shall furnish to the Lender as soon as available, but in no event more than one hundred twenty (120) days after the close of each fiscal year of the Borrowers’ fiscal yearsCompany, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers and their SubsidiariesCompany, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers Company and their its Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers Company and their its Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DC, as may be amended by the Lender from time to time, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, a certification that no material change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any a schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers Company in a format acceptable to the Lender Lender, and (iii) a management letter in the form prepared by the Borrowers’ Company's independent certified public accountants.

Annual Statements and Certificates. The Borrowers Borrower shall furnish to the Lender as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of each fiscal year of the Borrowers’ fiscal yearsBorrower, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers Borrower and their its Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers Borrower and their its Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers Borrower and their its Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DB, as may be amended by the Lender from time to time, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate (except as set forth in any schedule attached to the Compliance Certificate), reported and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers Borrower in a format acceptable to the Lender Lender, and (iii) a management letter in the form prepared by the Borrowers’ Borrower's independent certified public accountants.

Annual Statements and Certificates. The Borrowers shall furnish to the Lender Agent and the Lenders as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of the Borrowers’ ' fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender Agent relating to the Borrowers and their Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the LenderAgent, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as of the end 119 of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers and their Subsidiaries for such fiscal year, and (iiii)(1) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DE, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, reported and (2) a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format acceptable to the Lender Agent and (iii) a management letter in the form prepared by the Borrowers’ ' independent certified public accountants.

Annual Statements and Certificates. The Borrowers Borrower shall furnish to the Lender as soon as available, but in no event more than one hundred and twenty (120) days after the close of each fiscal year of the Borrowers’ fiscal yearsBorrower, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers Borrower and their its Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers Borrower and their its Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers Borrower and their its Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DC, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, reported and a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in on any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers Borrower in a format acceptable to the Lender Lender, all as prepared and certified by a Responsible Officer of the Borrower and accompanied by a certificate of that officer stating whether any event has occurred which constitutes a Default or an Event of Default hereunder, and, if so, stating the facts with respect thereto, and (iii) a management letter in the form prepared by the Borrowers’ Borrower's independent certified public accountants.

Annual Statements and Certificates. The Borrowers shall furnish to the Lender as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of the Borrowers’ ' fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers Holdings and their its Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers Holdings and their its Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers Holdings and their its Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DB, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure Lists for any Borrower (except as set forth in any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers Holdings in a format acceptable to the Lender Lender, and (iii) a the management letter letter, if any, in the form prepared by the Borrowers’ ' independent certified public accountants.

Annual Statements and Certificates. The Borrowers shall furnish to the Lender as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of the Borrowers’ ' fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers and their Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers and their Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DC, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format acceptable to the Lender and (iii) if issued, a management letter in the form prepared by the Borrowers’ ' independent certified public accountants.

Annual Statements and Certificates. The Borrowers shall furnish to the Lender Administrative Agent and the Lenders as soon as available, but in no event more than one hundred and twenty (120) days after the close of the Borrowers’ ' fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender Administrative Agent relating to the Borrowers and their SubsidiariesBorrowers, prepared in accordance with GAAP and examined and certified audited by independent certified public accountants reasonably satisfactory to the LenderAdministrative Agent, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers and their Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT D"B", containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, reported and a certification that no change has occurred to the information contained provided to the Lenders in connection with the Perfection Certificate application for the Credit Facilities (except as set forth in on any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format acceptable to the Lender Administrative Agent and (iii) a management letter in the form prepared by the Borrowers’ ' independent certified public accountants.

Annual Statements and Certificates. The Borrowers shall furnish to the Lender as soon as available, but in no event more than one hundred twenty (120) days after the close of the Borrowers’ fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers and their Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers and their Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DC, as may be amended by the Lender from time to time, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any a schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format acceptable to the Lender and (iii) a management letter in the form prepared by the Borrowers’ independent certified public accountants.

Annual Statements and Certificates. The Borrowers Borrower ---------------------------------- shall furnish to the Lender as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of the Borrowers’ Borrower's fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender relating to the Borrowers Borrower and their its Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Lender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers Borrower and their its Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers Borrower and their its Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DC, containing a detailed computation of each financial covenant --------- in this Agreement that which is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate Information Sheet (except as set forth in any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers Borrower in a format acceptable to the Lender and (iii) a management letter in the form prepared by the Borrowers’ Borrower's independent certified public accountants.

Annual Statements and Certificates. The Borrowers shall furnish to the Lender Agent and the Lenders as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of the Borrowers’ ' fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender Agent relating to the Borrowers and their Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the LenderAgent, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income, cash flows and changes in shareholders equity of the Borrowers and their Subsidiaries for such fiscal year, and (ii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT Exhibit D, containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format acceptable to the Lender Agent and (iii) if issued, a management letter (including those marked draft) in the form prepared by the Borrowers’ ' independent certified public accountantsaccountants and within thirty (30) days of such issuance.

Annual Statements and Certificates. The Borrowers Borrower shall furnish to the Lender Agent and the Lenders as soon as available, but in no event more than one hundred twenty ninety (12090) days after the close of each fiscal year of the Borrowers’ fiscal yearsBorrower, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Lender Agent relating to the Borrowers Borrower and their its Subsidiaries, prepared in accordance with GAAP and examined and certified audited by independent certified public accountants reasonably satisfactory to the Lenderof nationally recognized standing, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers Borrower and their its Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements statement of income, and consolidated statements of cash flows and changes in shareholders equity of the Borrowers Borrower and their its Subsidiaries for such fiscal year, (ii) an unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and an unaudited consolidating statement of income for such fiscal year, and (iiiii) a Compliance Certificate, in substantially the form attached to this Agreement as EXHIBIT DExhibit "F", containing a detailed computation of each financial covenant in this Agreement that which is applicable for the period reported, and a certification that no change has occurred to the information contained in the Perfection Certificate Collateral Disclosure List (except as set forth in any schedule attached to the Compliance Certificatecertification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers Borrower in a format acceptable to the Lender Agent and (iii) a management letter in the form prepared by the Borrowers’ Borrower's independent certified public accountants.