Common use of Financial Statements; Other Information Clause in Contracts

Financial Statements; Other Information. Seller has filed with the Securities and Exchange Commission ("Commission") all reports, schedules, registration statements and definitive proxy statements that Seller was required to file with Commission on or after December 31, 2004 (collectively, the "SEC DOCUMENTS"). Seller is not aware of any event occurring or expected to occur as of the date of this Agreement (other than the transactions effected hereby) that would require the filing of, or with respect to which Seller intends to file, a Form 8-K after the date of this Agreement. Each SEC Document, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), complied in all material respects with the requirements of the Securities Act of 1933, as amended ("Securities Act") or Securities Exchange Act of 1934, as amended ("Exchange Act"), as applicable, and the rules and regulations promulgated thereunder and, as of the date of such filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that are required to be filed as exhibits to the SEC Documents have been filed as required. Except as set forth in Schedule 4.4, Seller has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business that, under GAAP, are not required to be reflected in the financial statements included in Schedule 4.4. Except as set forth in Schedule 4.4, as of their respective dates, the financial statements of Seller included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. The financial statements included in the SEC Documents have been and will be prepared in accordance with GAAP consistently applied at the times and during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements, or (iii) as set forth in the SEC Documents), and fairly present in all material respects the financial position of Seller as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments).

Financial Statements; Other Information. Seller has filed with the Securities and Exchange Commission ("Commission") all reports, schedules, registration statements and definitive proxy statements that Seller was required to file with Commission on or after December 31, 2004 (collectively, the "SEC DOCUMENTSDocuments"). Seller is not aware of any event occurring or expected to occur as of the date of this Agreement (other than the transactions effected hereby) that would require the filing of, or with respect to which Seller intends to file, a Form 8-K after the date of this Agreement. Each SEC Document, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), complied in all material respects with the requirements of the Securities Act of 1933, as amended ("Securities Act") or Securities Exchange Act of 1934, as amended ("Exchange Act"), as applicable, and the rules and regulations promulgated thereunder and, as of the date of such filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that are required to be filed as exhibits to the SEC Documents have been filed as required. Except as set forth in Schedule 4.4, Seller has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business that, under GAAP, are not required to be reflected in the financial statements included in Schedule 4.4. Except as set forth in Schedule 4.4, as of their respective dates, the financial statements of Seller included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. The financial statements included in the SEC Documents have been and will be prepared in accordance with GAAP consistently applied at the times and during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements, or (iii) as set forth in the SEC Documents), and fairly present in all material respects the financial position of Seller as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments).

Financial Statements; Other Information. Seller has filed with the Securities and Exchange Commission ("Commission") all reports, schedules, registration statements and definitive proxy statements that Seller was required to file with Commission on or after December 31, 2004 (collectively, the "SEC DOCUMENTS"). Seller is not aware of any event occurring or expected to occur as of the date of this Agreement (other than the transactions effected hereby) that would require the filing of, or with respect to which Seller intends to file, a Form 8-K after the date of this Agreement. Each SEC Document, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), complied in all material respects with the requirements of the Securities Act of 1933, as amended ("Securities Act") or Securities Exchange Act of 1934, as amended ("Exchange Act"'), as applicable, and the rules and regulations promulgated thereunder and, as of the date of such filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that are required to be filed as exhibits to the SEC Documents have been filed as required. Except as set forth in Schedule 4.4, Seller has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business that, under GAAP, are not required to be reflected in the financial statements included in Schedule 4.4. Except as set forth in Schedule 4.4, as of their respective dates, the financial statements of Seller included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. The financial statements included in the SEC Documents have been and will be prepared in accordance with GAAP consistently applied at the times and during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements, or (iii) as set forth in the SEC Documents), and fairly present in all material respects the financial position of Seller as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments).

Financial Statements; Other Information. Seller has filed (a) Lessee will deliver, or will cause Guarantor to deliver, to Lessor, Indenture Trustee and LC Issuer the financial statements and information set forth in Section 3.1 of the Guaranty. Concurrently with the delivery of annual financial statements pursuant hereto, Lessee will deliver, or will cause Guarantor to deliver, to Lessor, the Indenture Trustee and LC Issuer the officer's certificate set forth in Section 3.2 of the Guaranty that there exists no Default or Event of Default under this Lease or if any such Default or Event of Default exists, specifying the nature thereof, the period of existence thereof and what action Lessee or Guarantor proposes to take with respect thereto and a certificate substantially in the form of Schedule I hereto. At any time that the provisions of Section 3.1 of the Guaranty are not effective or Lessee's financial information is not reflected therein, Lessee shall furnish the following financial statements to Lessor, the Indenture Trustee and LC Issuer: (i) at any time that Lessee is a public company, (A) as soon as practicable, copies of all such financial statements, proxy statements, notices, other communications and reports as Lessee shall send on a regular basis to its shareholders and other information, if any, generally made available to banks and other lenders and (B) copies of all regular, current or periodic reports (including reports on Form 10-K, Form 8-K and Form 10-Q) which Lessee is or may be required to file with the Securities and Exchange Commission or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission; and ("Commission"ii) all reports, schedules, registration statements and definitive proxy statements at any time that Seller was Lessee is not a public company required to file reports with the Securities and Exchange Commission on or containing such financial statements, as soon as practicable and in any event within 120 days after December 31the end of each fiscal year, 2004 (collectively, and within 60 days after the "SEC DOCUMENTS"). Seller is not aware end of any event occurring other fiscal quarter or expected shorter period, a consolidated statement of earnings, and a consolidated statement of changes in financial position, a consolidated statement of stockholders' equity, and a consolidated balance sheet of Lessee as at the end of each such year or fiscal quarter or shorter period, setting forth in each case in comparative form the corresponding consolidated figures from the preceding annual audit or corresponding fiscal quarter or shorter period in the prior fiscal year, as appropriate, all in reasonable detail and certified to occur Lessee as to the annual consolidated statements by independent public accountants of recognized national standing selected by Lessee, whose certificate shall be based upon an examination conducted in accordance with generally accepted auditing standards and the date application of this Agreement (other than such tests as said accountants deem necessary under the circumstances. Lessee will keep accurate records and books of account reflecting all its financial transactions effected hereby) that would require the filing of, or with respect to which Seller intends to file, a Form 8-K after the date of this Agreement. Each SEC Document, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), complied in all material respects with the requirements of the Securities Act of 1933, as amended ("Securities Act") or Securities Exchange Act of 1934, as amended ("Exchange Act"), as applicable, Lease and the rules and regulations promulgated thereunder andtransactions contemplated hereby. In addition, as of the date of such filing (or if amended or superseded by a filing Lessee agrees upon prior written request to the date of this Agreementmeet with Xxxxxx, then on the date of such filing), such SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that are required to be filed as exhibits to the SEC Documents have been filed as required. Except as set forth in Schedule 4.4, Seller has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business that, under GAAP, are not required to be reflected in the financial statements included in Schedule 4.4. Except as set forth in Schedule 4.4, as of their respective datesXX Issuer, the financial statements Indenture Trustee and any Registered Owners of Seller included in indebtedness secured by the SEC Documents complied Indenture during normal business hours at mutually convenient times, from time to time as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. The financial statements included in the SEC Documents have been and will be prepared in accordance with GAAP consistently applied at the times and during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statementsreasonably requested, to the extent they may exclude footnotes or may be condensed or summary statements, or (iii) as set forth in the SEC Documents), discuss this transaction and fairly present in all material respects the Lessee's business and financial position of Seller as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments)condition generally.

Financial Statements; Other Information. Seller has filed with the Securities and Exchange Commission ("Commission") all reports, schedules, registration statements and definitive proxy statements that Seller was required to file with Commission on or after December 31, 2004 (collectively, the "SEC DOCUMENTSDOCUMENT"). Seller is not aware of any event occurring or expected to occur as of the date of this Agreement (other than the transactions effected hereby) that would require the filing of, or with respect to which Seller intends to file, a Form 8-K after the date of this Agreement. Each SEC Document, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), complied in all material respects with the requirements of the Securities Act of 1933, as amended ("Securities Act") or Securities Exchange Act of 1934, as amended ("Exchange Act"), as applicable, and the rules and regulations promulgated thereunder and, as of the date of such filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that are required to be filed as exhibits to the SEC Documents have been filed as required. Except as set forth in Schedule 4.4, Seller has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business that, under GAAP, are not required to be reflected in the financial statements included in Schedule 4.4. Except as set forth in Schedule 4.4, as of their respective dates, the financial statements of Seller included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. The financial statements included in the SEC Documents have been and will be prepared in accordance with GAAP consistently applied at the times and during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements, or (iii) as set forth in the SEC Documents), and fairly present in all material respects the financial position of Seller as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments).