Common use of Financial Statements and Other Documents Clause in Contracts

Financial Statements and Other Documents. Borrower shall deliver to Lenders in form and detail satisfactory to Required Lenders: (a) Within 45 days of the end of each fiscal quarter (except the last fiscal quarter of each fiscal year), Borrower's consolidated unaudited financial statements for such quarter, and, within 90 days of the end of Borrower's fiscal year, Borrower's consolidated audited financial statements for such period, certified by Borrower's Chief Financial Officer or Treasurer as fairly presenting in all material respects, in accordance with GAAP (subject, in the case of unaudited financial statements, to ordinary, good faith year-end adjustments and to the absence of footnote disclosure), the financial position and results of operations of Borrower and together, in each case, with a certificate of the Chief Financial Officer of Borrower stating that the representations and warranties herein are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that Borrower has taken and proposes to take with respect thereto and setting forth in reasonable detail satisfactory to Required Lenders the calculations demonstrating compliance with Sections 6.13 through 6.16; (b) Promptly upon receipt thereof, any financial statements of Borrower distributed to other lenders or financing parties; (c) On or prior to each Calculation Date, a Collateral Servicing Report certified as true and correct by an officer of Borrower and including the calculation of the Borrowing Base as of such Calculation Date and certifying such calculation as true and correct. (d) Promptly upon preparation thereof, a copy of each other report, if any, submitted to Borrower by independent accountants in connection with any annual, interim or special audit made by them of the books of Borrower; (e) Promptly after its submission, copies of any other information or documents regularly provided by Borrower to any of its other lenders or holders of Borrower's Debt; (f) Promptly upon receipt thereof, copies of any other information or documents received by Borrower pursuant to any Securitization Document (including, without limitation, monthly servicing reports with respect to each Securitization); (g) With reasonable promptness, such other financial data and information as any Lender may reasonably request; and (h) Promptly upon receipt thereof, (i) copies of any federal revenue agent's reports (so called "thirty-day letter") issued by the IRS, and copies of any equivalent documents from state or local tax authorities; (ii) copies of any federal notice of deficiency (so-called "ninety-day letters") issued by the IRS, and copies of any equivalent documents from state or local tax authorities; and (iii) copies of any information requests or document requests received from federal, state or local tax authorities that are not in the ordinary course of business.

Financial Statements and Other Documents. Borrower shall deliver to Lenders in form The Holdings Disclosure Schedule contains complete and detail satisfactory to Required Lenders: (a) Within 45 days accurate copies of the end audited consolidated balance sheets, consolidated statements of each fiscal quarter (except the last fiscal quarter of each fiscal year)income, Borrower's retained earnings and cash flows and notes to consolidated unaudited financial statements (together with any supplementary information thereto) of Holdings, all as of and for such quarterthe fiscal years ended December 31, and1994, within 90 days January 6, 1996 and January 4, 1997. The Holdings Disclosure Schedule also contains complete and accurate copies of the end unaudited consolidated balance sheets, consolidated statements of Borrower's income, retained earnings and cash flows (together with any supplementary information thereto) for the quarterly periods with respect to the fiscal yearyears ended January 6, Borrower's 1996 and January 4, 1997. The Holdings Disclosure Schedule also contains complete and accurate copies of the unaudited consolidated audited balance sheet, consolidated statements of income, retained earnings and cash flows (together with any supplementary information thereto) of Holdings, all as of and for the first and second fiscal quarters of 1997 and the four week period ended August 2, 1997 (all of the foregoing financial statements for such periodstatements, certified by Borrower's Chief collectively, the "Holdings Financial Officer or Treasurer as Statements"). The Holdings Financial Statements fairly presenting present, in all material respects, in accordance with GAAP the consolidated financial position of Holdings and its consolidated Subsidiaries, as of and for the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) in conformity with GAAP (except, in the case of the unaudited statements, for the omission of normal and customary footnote disclosures required by GAAP, none of which would materially affect such Financial Statements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since January 4, 1997, Holdings has not made any change in the accounting practices or policies applied in the preparation of its financial statements, to ordinaryexcept as may be required by GAAP. Holdings' draft registration statement on Form S-1 dated September 5, good faith year-end adjustments and to 1997 does not contain any material misstatement or omission which would make the absence of footnote disclosure), the financial position and results of operations of Borrower and togetherstatements made therein, in each case, with a certificate light of the Chief Financial Officer of Borrower stating that the representations and warranties herein are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing orcircumstances under which they were made, if a default has occurred and is continuing, a statement as to the nature thereof and the action that Borrower has taken and proposes to take with respect thereto and setting forth in reasonable detail satisfactory to Required Lenders the calculations demonstrating compliance with Sections 6.13 through 6.16; (b) Promptly upon receipt thereof, any financial statements of Borrower distributed to other lenders or financing parties; (c) On or prior to each Calculation Date, a Collateral Servicing Report certified as true and correct by an officer of Borrower and including the calculation of the Borrowing Base as of such Calculation Date and certifying such calculation as true and correct. (d) Promptly upon preparation thereof, a copy of each other report, if any, submitted to Borrower by independent accountants in connection with any annual, interim or special audit made by them of the books of Borrower; (e) Promptly after its submission, copies of any other information or documents regularly provided by Borrower to any of its other lenders or holders of Borrower's Debt; (f) Promptly upon receipt thereof, copies of any other information or documents received by Borrower pursuant to any Securitization Document (including, without limitation, monthly servicing reports materially misleading with respect to each Securitization); (g) With reasonable promptness, such other financial data the historical description of Holdings' business and information as any Lender may reasonably request; and (h) Promptly upon receipt thereof, (i) copies of any federal revenue agent's reports (so called "thirty-day letter") issued by the IRS, and copies of any equivalent documents from state or local tax authorities; (ii) copies of any federal notice of deficiency (so-called "ninety-day letters") issued by the IRS, and copies of any equivalent documents from state or local tax authorities; and (iii) copies of any information requests or document requests received from federal, state or local tax authorities that are not in the ordinary course of businessoperations described therein.

Financial Statements and Other Documents. Borrower shall deliver to Lenders Lender in form and detail satisfactory to Required LendersLender: (a) Within 45 days of the end of each fiscal quarter (except the last fiscal quarter of each fiscal year)quarter, Borrower's consolidated unaudited financial statements for such quarter, and, within 90 days of the end of Borrower's fiscal year, Borrower's consolidated audited financial statements for such period, certified by Borrower's Chief Financial Officer or Treasurer as fairly presenting in all material respects, in accordance with GAAP (subject, in the case of unaudited financial statements, to ordinary, good faith year-end adjustments and to the absence of footnote disclosure), the financial position and results of operations of Borrower and together, in each case, with a certificate of the Chief Financial Officer of Borrower stating that the representations and warranties herein are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that Borrower has taken and proposes to take with respect thereto and setting forth in reasonable detail satisfactory to Required Lenders the calculations demonstrating compliance with Sections 6.13 through 6.16Borrower; (b) Promptly upon receipt thereof, any financial statements of Borrower distributed to other lenders or financing parties; (c) On or prior to each Calculation Date, a Collateral Servicing Report certified as true and correct by an officer of Borrower and including the calculation of the Borrowing Base as of such Calculation Date and certifying such calculation as true and correct. (d) Promptly upon preparation thereof, a copy of each other report, if any, submitted to Borrower by independent accountants in connection with any annual, interim or special audit made by them of the books of Borrower; (ed) Promptly after its submission, copies of any other information or documents regularly provided by Borrower to any of its other lenders or holders of Borrower's Debt; (fe) Promptly upon receipt thereof, copies of any other information or documents received by Borrower borrower pursuant to any the UDRC Securitization Document (including, without limitation, monthly servicing reports with respect to each Securitization)Documents and the UDRC II Securitization Documents; (gf) With reasonable promptness, such other financial data and information as any Lender may reasonably request; and (hg) Promptly upon receipt thereof, (i) copies of any federal revenue agent's reports (so called "thirty-day letter") issued by the IRS, and copies of any equivalent documents from state or local tax authorities; (ii) copies of any federal notice of deficiency (so-called "ninety-day letters") issued by the IRS, and copies of any equivalent documents from state or local tax authorities; and (iii) copies of any information requests or document requests received from federal, state or local tax authorities that are not in the ordinary course of business.

Financial Statements and Other Documents. Borrower shall deliver to Lenders Lender in form and detail satisfactory to Required LendersLender: (a) Within 45 days of the end of each fiscal quarter (except the last fiscal quarter of each fiscal year)quarter, Borrower's consolidated unaudited financial statements for such quarter, and, within 90 days of the end of Borrower's fiscal year, Borrower's consolidated audited financial statements for such period, certified by Borrower's Chief Financial Officer or Treasurer as fairly presenting in all material respects, in accordance with GAAP (subject, in the case of unaudited financial statements, to ordinary, good faith year-end adjustments and to the absence of footnote disclosure), the financial position and results of operations of Borrower and together, in each case, with a certificate of the Chief Financial Officer of Borrower stating that the representations and warranties herein are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that Borrower has taken and proposes to take with respect thereto and setting forth in reasonable detail satisfactory to Required Lenders the calculations demonstrating compliance with Sections 6.13 through 6.16Borrower; (b) Promptly upon receipt thereof, any financial statements of Borrower distributed to other lenders or financing parties; (c) On or prior to each Calculation Date, a Collateral Servicing Report certified as true and correct by an officer of Borrower and including the calculation of the Borrowing Base as of such Calculation Date and certifying such calculation as true and correct. (d) Promptly upon preparation thereof, a copy of each other report, if any, submitted to Borrower by independent accountants in connection with any annual, interim or special audit made by them of the books of Borrower; (ed) Promptly after its submission, copies of any other information or documents regularly provided by Borrower to any of its other lenders or holders of Borrower's Debt; (fe) Promptly upon receipt thereof, copies of any other information or documents received by Borrower pursuant to any the UDRC Securitization Document (including, without limitation, monthly servicing reports with respect to each Securitization)Documents and the UDRC II Securitization Documents; (gf) With reasonable promptness, such other financial data and information as any Lender may reasonably request; and (hg) Promptly upon receipt thereof, (i) copies of any federal revenue agent's reports (so called "thirty-day letter") issued by the IRS, and copies of any equivalent documents from state or local tax authorities; (ii) copies of any federal notice of deficiency (so-called "ninety-day letters") issued by the IRS, and copies of any equivalent documents from state or local tax authorities; and (iii) copies of any information requests or document requests received from federal, state or local tax authorities that are not in the ordinary course of business.

Financial Statements and Other Documents. Borrower shall deliver to Lenders in form The Holdings Disclosure Schedule contains complete and detail satisfactory to Required Lenders: (a) Within 45 days accurate copies of the end audited consolidated balance sheets, consolidated statements of each fiscal quarter (except the last fiscal quarter of each fiscal year)income, Borrower's A-19 20 retained earnings and cash flows and notes to consolidated unaudited financial statements (together with any supplementary information thereto) of Holdings, all as of and for such quarterthe fiscal years ended December 31, and1994, within 90 days January 6, 1996 and January 4, 1997. The Holdings Disclosure Schedule also contains complete and accurate copies of the end unaudited consolidated balance sheets, consolidated statements of Borrower's income, retained earnings and cash flows (together with any supplementary information thereto) for the quarterly periods with respect to the fiscal yearyears ended January 6, Borrower's 1996 and January 4, 1997. The Holdings Disclosure Schedule also contains complete and accurate copies of the unaudited consolidated audited balance sheet, consolidated statements of income, retained earnings and cash flows (together with any supplementary information thereto) of Holdings, all as of and for the first and second fiscal quarters of 1997 and the four week period ended August 2, 1997 (all of the foregoing financial statements for such periodstatements, certified by Borrower's Chief collectively, the "Holdings Financial Officer or Treasurer as Statements"). The Holdings Financial Statements fairly presenting present, in all material respects, in accordance with GAAP the consolidated financial position of Holdings and its consolidated Subsidiaries, as of and for the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) in conformity with GAAP (except, in the case of the unaudited statements, for the omission of normal and customary footnote disclosures required by GAAP, none of which would materially affect such Financial Statements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since January 4, 1997, Holdings has not made any change in the accounting practices or policies applied in the preparation of its financial statements, to ordinaryexcept as may be required by GAAP. Holdings' draft registration statement on Form S-1 dated September 5, good faith year-end adjustments and to 1997 does not contain any material misstatement or omission which would make the absence of footnote disclosure), the financial position and results of operations of Borrower and togetherstatements made therein, in each case, with a certificate light of the Chief Financial Officer of Borrower stating that the representations and warranties herein are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing orcircumstances under which they were made, if a default has occurred and is continuing, a statement as to the nature thereof and the action that Borrower has taken and proposes to take with respect thereto and setting forth in reasonable detail satisfactory to Required Lenders the calculations demonstrating compliance with Sections 6.13 through 6.16; (b) Promptly upon receipt thereof, any financial statements of Borrower distributed to other lenders or financing parties; (c) On or prior to each Calculation Date, a Collateral Servicing Report certified as true and correct by an officer of Borrower and including the calculation of the Borrowing Base as of such Calculation Date and certifying such calculation as true and correct. (d) Promptly upon preparation thereof, a copy of each other report, if any, submitted to Borrower by independent accountants in connection with any annual, interim or special audit made by them of the books of Borrower; (e) Promptly after its submission, copies of any other information or documents regularly provided by Borrower to any of its other lenders or holders of Borrower's Debt; (f) Promptly upon receipt thereof, copies of any other information or documents received by Borrower pursuant to any Securitization Document (including, without limitation, monthly servicing reports materially misleading with respect to each Securitization); (g) With reasonable promptness, such other financial data the historical description of Holdings' business and information as any Lender may reasonably request; and (h) Promptly upon receipt thereof, (i) copies of any federal revenue agent's reports (so called "thirty-day letter") issued by the IRS, and copies of any equivalent documents from state or local tax authorities; (ii) copies of any federal notice of deficiency (so-called "ninety-day letters") issued by the IRS, and copies of any equivalent documents from state or local tax authorities; and (iii) copies of any information requests or document requests received from federal, state or local tax authorities that are not in the ordinary course of businessoperations described therein.