Common use of Annual Statements and Certificates Clause in Contracts

Annual Statements and Certificates. The Borrowers shall furnish to the Administrative Agent and the Lenders as soon as available, but in no event more than one hundred (120) days after the close of the Borrowers' fiscal years, (i) a copy of the annual financial statement in reasonable detail satisfactory to the Administrative 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 Administrative 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 and of cash flows and a consolidated statement of 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 which is applicable for the period reported, a certification that no change has occurred to the information contained in the Collateral Disclosure List (except as set forth on any schedule attached to the certification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format reasonably acceptable to the Administrative Agent; and shall also furnish to the Administrative Agent with a sufficient number of copies for all of the Lenders promptly after receipt, each management letter in the form prepared by the Borrowers' independent certified public accountants.

Annual Statements and Certificates. The Borrowers Borrower shall furnish to the Administrative Agent and for distribution to the Lenders as soon as available, but in no event more than one hundred ninety (12090) days after the close of the Borrowers' Borrower's fiscal years, (i) a copy of the annual consolidated and consolidating financial statement statements in reasonable detail satisfactory to the Administrative Agent 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 Administrative Agent, which financial statement statements 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 and of income, cash flows and a consolidated statement of 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 DE, containing a detailed computation of each financial covenant in this Agreement which is applicable for the period reported, a certification that no change has occurred to the information contained in the Collateral Disclosure List (except as set forth on any schedule attached to the certification), ) and (iii) a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format reasonably acceptable to the Administrative Agent; and shall also furnish to the Administrative Agent with a sufficient number of copies for all of the Lenders promptly after receipt, each management letter in the form prepared by the Borrowers' Borrower's independent certified public accountants, but only if and to the extent customarily obtained by the Borrower. The Agent agrees that any one of the "Big 6" accounting firms is satisfactory to the Agent for purposes of this Section 6.1.1(a), except to the extent the Agent in its reasonable discretion and based on good faith and legitimate concerns determines that any such accounting firm would be unacceptable because of any conflict of interest or any material adverse change affecting such firm's reliability or financial viability.

Annual Statements and Certificates. The Borrowers Borrower shall furnish to the Administrative Agent and the Lenders 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 audited consolidated financial statement in reasonable detail satisfactory to the Administrative Agent 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 Administrative AgentLender, 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 and of income, cash flows and a consolidated statement of changes in shareholders equity of the Borrowers 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 which is applicable for the period reported, a certification that no material change has occurred to the information contained in the Collateral Disclosure List (except as set forth on any in a schedule attached to the certification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers Borrower in a format reasonably acceptable to the Administrative Agent; Lender, and shall also furnish to the Administrative Agent with (iii) a sufficient number of copies for all of the Lenders promptly after receipt, each management letter in the form prepared by the Borrowers' Borrower’s independent certified public accountants, if prepared by such accountants.

Annual Statements and Certificates. The Borrowers shall furnish to the Administrative Agent and the Lenders 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 Administrative Agent 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 Administrative AgentLender, 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 and of income, cash flows and a consolidated statement of 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 which is applicable for the period reported, a certification that no change has occurred to the information contained in the Collateral Disclosure List (except as set forth on any in a schedule attached to the certification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format reasonably acceptable to the Administrative Agent; Lender and shall also furnish to the Administrative Agent with (iii) a sufficient number of copies for all of the Lenders promptly after receipt, each management letter in the form prepared by the Borrowers' ’ independent certified public accountants.

Annual Statements and Certificates. The Borrowers ---------------------------------- shall furnish to the Administrative Agent and the Lenders Lender as soon as available, but in no event more than one hundred 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 Administrative Agent 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 Administrative AgentLender, which financial statement shall include a consolidated (and consolidating consolidating, if the Lender requests with respect to operating Borrowers) balance sheet of the Borrowers and their Subsidiaries as of the end of such fiscal year and consolidated (and consolidating consolidating, if the Lender requests with respect to operating Borrowers) statements of income and of income, cash flows and a consolidated statement of 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 which is applicable for the period reported, a certification that no change has occurred to the information contained in the Collateral Disclosure List (except as set forth on any schedule attached to the certification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format reasonably acceptable to the Administrative Agent; Lender and shall also furnish to the Administrative Agent with (iii) a sufficient number of copies for all of the Lenders promptly after receipt, each management letter in the form prepared by the Borrowers' independent certified public accountants, provided, however, that such management letter shall, if not then available, shall be furnished to the Lender as soon as available, but in no event more than forty-five (45) days after the Borrowers' annual financial statements are furnished to the Lender.

Annual Statements and Certificates. The Borrowers Borrower shall furnish to the Administrative Agent and for distribution to the Lenders as soon as available, but in no event more than one hundred ninety (12090) days after the close of the Borrowers' Borrower's fiscal years, (i) a copy of the annual consolidated and consolidating financial statement statements in reasonable detail satisfactory to the Administrative Agent relating to the Borrowers Borrower, Xxxxx UK, Norwich and their all other Subsidiaries, prepared in accordance with GAAP and examined and certified by independent certified public accountants reasonably satisfactory to the Administrative Agent, which financial statement statements shall include a consolidated and consolidating balance sheet of the Borrowers Borrower, Xxxxx UK, Norwich and their all other Subsidiaries as of the end of such fiscal year and consolidated and consolidating statements of income and of income, cash flows and a consolidated statement of changes in shareholders equity of the Borrowers Borrower, Xxxxx UK, Norwich and their all other 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 which is applicable for the period reported, a certification that no change has occurred to the information contained in the Collateral Disclosure List (except as set forth on any schedule attached to the certification), ) and (iii) a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format reasonably acceptable to the Administrative Agent; and shall also furnish to the Administrative Agent with a sufficient number of copies for all of the Lenders promptly after receipt, each management letter in the form prepared by the Borrowers' Borrower's independent certified public accountants., but only if and to the extent customarily obtained by the Borrower. The Agent agrees that any one of the "Big 4" accounting firms is satisfactory to the Agent for purposes of this Section (A)

Annual Statements and Certificates. The Borrowers Borrower shall furnish to the Administrative Agent and the Lenders Lender as soon as available, but in no event more than one on hundred and twenty (120) days after the close of each fiscal year of the Borrowers' fiscal yearsBorrower, (i) a copy of the annual audited financial statement in reasonable detail satisfactory to the Administrative Agent 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 Administrative AgentLender, 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 and of income, cash flows and a consolidated statement of 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, as may be amended by the Lender from time to time, containing a detailed computation of each financial covenant in this Agreement which is applicable for the period reported, a certification that no material change has occurred to the information contained in the Collateral Disclosure List (except as set forth on any in a schedule attached to the certification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers Borrower in a format reasonably acceptable to the Administrative Agent; Lender, and shall also furnish to the Administrative Agent with (iii) a sufficient number of copies for all of the Lenders promptly after receipt, each management letter in the form prepared by the Borrowers' Borrower's independent certified public accountants.. (b)

Annual Statements and Certificates. The Borrowers Borrower shall furnish to the Administrative Agent and the Lenders 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 yearsBorrower, (i) a copy of the annual financial statement in reasonable detail reasonably satisfactory to the Administrative Agent 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 Administrative AgentLender, which financial statement shall include a consolidated and consolidating balance sheet of the Borrowers Borrower and their Subsidiaries its Subsidiaries, as of the end of such fiscal year and consolidated and consolidating statements of income and of income, cash flows and a consolidated statement of changes in shareholders equity of the Borrowers Borrower and their Subsidiaries 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 and the Borrower from time to time, containing a detailed computation of each financial covenant in this Agreement which is applicable for the period reported, a certification that no material change has occurred to the information contained in the Collateral Disclosure List (except as set forth on any in a schedule attached to the certification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers Borrower in a format reasonably acceptable to the Administrative Agent; Lender, and shall also furnish to the Administrative Agent with (iii) a sufficient number of copies for all of the Lenders promptly after receipt, each 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 Administrative Agent and the Lenders 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 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 Administrative Agent 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 Administrative AgentLender, 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 and of income, cash flows and a consolidated statement of 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 DE, containing a detailed computation of each financial --------- covenant in this Agreement which is applicable for the period reported, a certification that no change has occurred to the information contained in the Collateral Disclosure List (except as set forth on in any schedule attached to the certification), and a cash flow projection report, each prepared by a Responsible Officer of the Borrowers in a format reasonably acceptable to the Administrative Agent; Lender and shall also furnish to the Administrative Agent with (iii) a sufficient number of copies for all of the Lenders promptly after receipt, each management letter in the form prepared by the Borrowers' independent certified public accountants.