Common use of Financial Statements and Regulatory Filings Clause in Contracts

Financial Statements and Regulatory Filings. (a) Lessee, at its expense, shall furnish to Lessor as soon as practical after the end of each fiscal year of Lessee, and in any event within 120 days thereafter, a consolidated balance sheet of Lessee and its consolidated subsidiaries as of the end of such fiscal year and the related statements of income, stockholder's equity and cash flows (or such similar or additional statement then required by GAAP) for such fiscal year prepared in accordance with GAAP, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by independent public accountants of nationally recognized standing who are retained by Tenneco to audit its year-end financial statements; (b) Lessee shall furnish to Lessor as soon as practical after the end of each of the first three fiscal quarters of each fiscal year of Lessee, and in any event within 60 days thereafter, a balance sheet of Lessee as at the end of such period and the related statements of income, stockholder's equity and cash flows (or such similar or additional statement then required by GAAP), prepared in accordance with GAAP, using a comparable format and comparable categories as the last audited financial statement and accompanied by a certificate of the chief financial officer of Lessee to the effect that to the best of his knowledge such statements present fairly the financial condition and results of operations of Lessee, subject to normal year-end adjustments; (c) In addition to the financial statements delivered in accordance with subsections (a) and (b) above, Lessee shall furnish to Lessor as soon as practical after the end of each fiscal year of Lessee, and in any event within 120 days thereafter, a statement of Operating Expenses for the previous year, certified as being true and correct by the chief financial officer of Lessee; (d) Lessee shall provide to Lessor, within 30 days following the date of such filing, copies of any and all reports on Forms 10-K. 10-Q and 8-K (or their equivalent) and such other reports as Lessor may reasonably specify from time to time, filed with the Securities and Exchange Commission by Lessee, its ultimate parent company and any and all intermediary parent companies in accordance with the provisions of applicable law; and (e) Lessee will permit any Person designated by Lessor in writing, at the expense of Lessor, and subject to such limitations as Lessee may reasonably impose to ensure compliance with any applicable legal or contractual restrictions, to visit and inspect any of the properties of Lessee, to examine the corporate books and financial records of Lessee (other than income tax records) and to make copies thereof or extracts therefrom, and to discuss the affairs, finances and accounts of Lessee with the principal officers of Lessee, all at such reasonable times and as often as Lessor may reasonably request.

Financial Statements and Regulatory Filings. Deliver to the Sellers ---------------------------------------------- Representative, in form and detail satisfactory to the Sellers Representative: (a) Lessee, at its expense, shall furnish to Lessor as soon as practical available, but not later than ninety (90) days after the end of each fiscal year, commencing with the first fiscal year of Lessee, and in any event within 120 days thereafterending after the Closing Date, a copy of the consolidated balance sheet of Lessee Cal-Ore Telephone Company, a California corporation ("Telephone Company") and its the consolidated subsidiaries balance sheet of the COTC Companies, both as of at the end of such fiscal year and the related statements of income, stockholder's shareholders' equity and cash flows (or such similar or additional statement then required by GAAP) for such fiscal year prepared in accordance (together with GAAPfootnote disclosure), setting forth in each case in comparative form the figures for the previous fiscal year, all and accompanied by the unqualified audit opinion of a certified public accountant, reasonably acceptable to Sellers ("Independent Auditor"), which report shall state that such financial statements present fairly the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. Such opinion shall not be qualified or limited because of a restricted or limited examination by independent public accountants the Independent Auditor of nationally recognized standing who are retained by Tenneco to audit its year-end financial statementsany material portion of the Telephone Company's records; (b) Lessee shall furnish to Lessor as soon as practical after the end of each of the first three fiscal quarters of each fiscal year of Lesseeavailable, and in any event within 60 but not later than forty-five (45) days thereafter, a balance sheet of Lessee as at the end of such period and the related statements of income, stockholder's equity and cash flows (or such similar or additional statement then required by GAAP), prepared in accordance with GAAP, using a comparable format and comparable categories as the last audited financial statement and accompanied by a certificate of the chief financial officer of Lessee to the effect that to the best of his knowledge such statements present fairly the financial condition and results of operations of Lessee, subject to normal year-end adjustments; (c) In addition to the financial statements delivered in accordance with subsections (a) and (b) above, Lessee shall furnish to Lessor as soon as practical after the end of each fiscal year quarter of Lesseeeach fiscal year, and in any event within 120 days thereaftercommencing with the first fiscal quarter following the Closing Date, a statement copy of Operating Expenses the unaudited balance sheet of the Telephone Company as of the end of such calendar quarter and the related statements of income and shareholders' equity for the previous year, certified as being true period commencing on the first day and correct by ending on the chief financial officer of Lessee; (d) Lessee shall provide to Lessor, within 30 days following the date last day of such filing, copies of any and all reports on Forms 10-K. 10-Q and 8-K (or their equivalent) and such other reports as Lessor may reasonably specify from time to time, filed with the Securities and Exchange Commission by Lessee, its ultimate parent company and any and all intermediary parent companies in accordance with the provisions of applicable lawquarter; and (ec) Lessee will permit any Person designated by Lessor as soon as available, but in writingno event later than fifteen (15) days after the applicable filing date, at the expense of Lessor, and subject to such limitations as Lessee may reasonably impose to ensure compliance with any applicable legal or contractual restrictions, to visit and inspect any regulatory filings of the properties of Lessee, COTC Companies submitted to examine the corporate books PUC and financial records of Lessee (other than income tax records) and to make copies thereof or extracts therefrom, and to discuss the affairs, finances and accounts of Lessee with the principal officers of Lessee, all at such reasonable times and as often as Lessor may reasonably requestFCC.

Financial Statements and Regulatory Filings. (a) Lessee, at its expense, shall furnish to Lessor as soon as practical after the end of each fiscal year of Lessee, and in any event within 120 days thereafter, a consolidated balance sheet of Lessee and its consolidated subsidiaries as of the end of such fiscal year and the related statements of income, stockholder's equity and cash flows (or such similar or additional statement then required by GAAP) for such fiscal year prepared in accordance with GAAP, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by independent public accountants of nationally recognized standing who are retained by Tenneco to audit its year-end financial statements;; -5- (b) Lessee shall furnish to Lessor as soon as practical after the end of each of the first three fiscal quarters of each fiscal year of Lessee, and in any event within 60 days thereafter, a balance sheet of Lessee as at the end of such period and the related statements of income, stockholder's equity and cash flows (or such similar or additional statement then required by GAAP), prepared in accordance with GAAP, using a comparable format and comparable categories as the last audited financial statement and accompanied by a certificate of the chief financial officer of Lessee to the effect that to the best of his knowledge such statements present fairly the financial condition and results of operations of Lessee, subject to normal year-end adjustments; (c) In addition to the financial statements delivered in accordance with subsections (a) and (b) above, Lessee shall furnish to Lessor as soon as practical after the end of each fiscal year of Lessee, and in any event within 120 days thereafter, a statement of Operating Expenses for the previous year, certified as being true and correct by the chief financial officer of Lessee; (d) Lessee shall provide to Lessor, within 30 days following the date of such filing, copies of any and all reports on Forms 10-K. 10-Q and 8-K (or their equivalent) and such other reports as Lessor may reasonably specify from time to time, filed with the Securities and Exchange Commission by Lessee, its ultimate parent company and any and all intermediary parent companies in accordance with the provisions of applicable law; and (e) Lessee will permit any Person designated by Lessor in writing, at the expense of Lessor, and subject to such limitations as Lessee may reasonably impose to ensure compliance with any applicable legal or contractual restrictions, to visit and inspect any of the properties of Lessee, to examine the corporate books and financial records of Lessee (other than income tax records) and to make copies thereof or extracts therefrom, and to discuss the affairs, finances and accounts of Lessee with the principal officers of Lessee, all at such reasonable times and as often as Lessor may reasonably request.

Financial Statements and Regulatory Filings. Lessee shall furnish to Lessor: (a) Lessee, at its expense, shall furnish to Lessor as soon as practical within 60 days after the end of each of the first three quarterly fiscal year periods of Lessee, and in any event within 120 days thereaftereach year, a consolidated balance sheet of Lessee and its consolidated subsidiaries as of the end close of such fiscal year and period, together with the related consolidated statements of income, stockholder's equity income and cash flows (or such similar or additional statement then required by GAAP) for such the portion of Lessee's fiscal year prepared in accordance with GAAPthen ended, setting forth in each case in comparative form the figures for the corresponding portion of Lessee's previous fiscal year, all in reasonable detail and certified by independent public accountants of nationally recognized standing who are retained by Tenneco (subject to audit its normal year-end adjustments) by an authorized financial statementsofficer of Lessee as fairly presenting the financial condition of Lessee for such period and being prepared in accordance with generally accepted accounting principles; (b) within 120 days after the close of each of Lessee's fiscal years, a consolidated balance sheet of Lessee shall furnish to Lessor and its consolidated subsidiaries as soon as practical of the close of such year, together with the related consolidated statements of income and cash flows for such fiscal year, setting forth in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by a recognized national firm of independent public accountants, including their opinion thereon that such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied; (c) within 60 days after the end of each of quarter and within 120 days after the first three fiscal quarters close of each fiscal year of Lessee, and in any event within 60 days thereafter, a balance sheet of Lessee as at the end of such period and the related statements of income, stockholder's equity and cash flows (or such similar or additional statement then required by GAAP), prepared in accordance with GAAP, using a comparable format and comparable categories as the last audited financial statement and accompanied by a certificate of Lessee, signed by the chief financial officer of Lessee Lessee, or his authorized designee, demonstrating, in a form from time to time approved by Lessor, compliance with the Lease and setting forth the method of calculating Debt and Funded Debt for purposes of such Sections and to the effect that the signer has reviewed, or caused to be reviewed by persons under such officer's supervision, all of the best relevant documents and agreements and has made, or caused to be made under such officer's supervision, a review of his the transactions (including filings required under this Amendment and the Lease) and condition of Lessee during the preceding fiscal period, and that such review has not disclosed the existence during such period, nor does the signer have knowledge of the existence as at the date of such statements present fairly certificate, of any condition or event that constitutes a Default or Event of Default or, if any such condition or event existed or exists, specifying the financial nature and period of existence thereof and what action Lessee has taken or is taking or proposes to take with respect thereto, provided, however, that the reporting of any such condition and results or event shall not affect any of operations of Lessee, subject the remedies available to normal year-end adjustmentsLessor under this Lease; (cd) In addition to concurrently with the delivery of the financial statements delivered referred to in accordance with subsections (a) and clause (b) above, a letter of such independent public accountants substantially in the form of Exhibit A; (e) promptly upon their becoming available, all statements or reports or other information filed by or on behalf of Lessee with or delivered to the Securities and Exchange Commission; (f) promptly after a responsible officer of Lessee becoming aware of the existence thereof, an Officer's Certificate stating that a Default or Event of Default has occurred and specifying the nature and period of existence thereof and what action Lessee has taken or is taking or proposes to take with respect thereto, provided, however, that the reporting of any such condition or event shall furnish not affect any of the remedies available to Lessor as soon as practical after the end of each fiscal year of Lessee, and in any event under this Lease; (g) within 120 days thereafterafter the close of each year, unaudited operating income statements before interest expense and income tax for each major operating group in existence for the reporting period and in formats used by management of Lessee at the time; (h) within 120 days after the close of each year, a statement of Operating Expenses for the previous year, certified as being true and correct by the chief financial officer of Lessee; (di) Lessee shall provide from time to Lessor, within 30 days following the date of such filing, copies of any and all reports on Forms 10-K. 10-Q and 8-K (or their equivalent) and time such other reports information as Lessor may reasonably specify from time request. In addition to timefurnishing the foregoing items to Lessor, filed with the Securities and Exchange Commission by Lessee, its ultimate parent company and any and all intermediary parent companies in accordance with the provisions of applicable law; and (e) Lessee will permit any Person designated by Lessor in writing, at the expense of Lessor, and subject to such limitations as Lessee may reasonably impose to ensure compliance with any applicable legal or contractual restrictions, to visit and inspect any of the properties of Lessee, to examine the corporate books and financial records of Lessee (other than income tax records) and to make copies thereof or extracts therefrom, and to discuss the affairs, finances and accounts of Lessee with the principal officers of Lessee, all at such reasonable times and as often as Lessor may reasonably request.