Common use of Quarterly and Annual Financial Statements Clause in Contracts

Quarterly and Annual Financial Statements. (A) As soon as practicable and in any event within fifty-five (55) days after the end of each fiscal quarter, an unaudited Consolidated and consolidating balance sheet of the Parent and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated and consolidating statements of income and expenses and cash flow for the fiscal quarter then ended and that portion of the Fiscal Year then ended, all in reasonable detail and prepared by the Parent and its Subsidiaries in accordance with GAAP and certified by a Responsible Officer of Parent to present fairly in all material respects the financial condition of the Parent and its Subsidiaries as of their respective dates and the results of operations of the Parent and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments. (B) As soon as practicable and in any event within one hundred (100) days after the end of each Fiscal Year of Parent and its Subsidiaries, commencing with Fiscal Year ending September 30, 2002, an audited Consolidated and unaudited consolidating balance sheet of Parent and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated and unaudited consolidating statements of income and expenses, retained earnings and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail and prepared in accordance with GAAP and accompanied by a report thereon prepared by Deloitte & Touche, LLP, or another independent certified public accounting firm of nationally recognized standing which is reasonably acceptable to the Administrative Agent, that such financial statements are not qualified with respect to scope limitations imposed by Parent and its Subsidiaries or with respect to accounting principles followed by Parent and its Subsidiaries not in accordance with GAAP.

Quarterly and Annual Financial Statements. (A) As soon as practicable and in any event within fifty-five (55) days after the end of each fiscal quarter, an unaudited Consolidated and consolidating balance sheet of the Parent and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated and consolidating statements of income and expenses and cash flow for the fiscal quarter then ended and that portion of the Fiscal Year then ended, all in reasonable detail and prepared by the Parent and its Subsidiaries in accordance with GAAP and certified by a Responsible Officer of Parent to present fairly in all material respects the financial condition of the Parent and its Subsidiaries as of their respective dates and the results of operations of the Parent and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments. (B) As soon as practicable and in any event within one hundred (100) days after the end of each Fiscal Year of Parent and its Subsidiaries, commencing with Fiscal Year ending September 30, 20022001, an audited Consolidated and unaudited consolidating balance sheet of Parent and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated and unaudited consolidating statements of income and expenses, retained earnings and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail and prepared in accordance with GAAP and accompanied by a report thereon prepared by Deloitte & Touche, LLP, or another independent certified public accounting firm of nationally recognized standing which is reasonably acceptable to the Administrative Agent, that such financial statements are not qualified with respect to scope limitations imposed by Parent and its Subsidiaries or with respect to accounting principles followed by Parent and its Subsidiaries not in accordance with GAAP. (C) As soon as practicable and in any event within forty-five (45) days after the Closing Date, an unaudited Consolidated and consolidating pro forma balance sheet of the Parent and its Subsidiaries as of the close of the fiscal quarter ending June 30, 2001 and unaudited Consolidated and consolidating pro forma statements of income and expenses and cash flow for the fiscal quarter ending June 30, 2001 and that portion of the Fiscal Year then ended, all in reasonable detail and prepared by the Parent and its Subsidiaries in accordance with GAAP and certified by a Responsible Officer of Parent to present fairly in all material respects the financial condition of the Parent and its Subsidiaries as of their respective dates and the results of operations of the Parent and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments.

Quarterly and Annual Financial Statements. Section 7.1(a) and Section 7.1(b) of the Note Purchase Agreements shall be amended and restated in their entirety to read as follows: (Aa) As soon Quarterly Statements -- within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: (i) a consolidated and consolidating balance sheet of the Company and its Subsidiaries as practicable at the end of such quarter, and (ii) consolidated and consolidating statements of income and consolidated changes in any event shareholders' equity and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within fiftythe time period specified above of copies of the Company's Quarterly Report on Form 10-five Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (55b) Annual Statements -- within 90 days after the end of each fiscal quarteryear of the Company, an unaudited Consolidated duplicate copies of: (i) a consolidated and consolidating balance sheet of the Parent Company and its Subsidiaries Subsidiaries, as of at the close end of such fiscal quarter and unaudited Consolidated year, and (ii) consolidated and consolidating statements of income and expenses consolidated changes in shareholders' equity and cash flow flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal quarter then ended and that portion of the Fiscal Year then endedyear, all in reasonable detail and prepared by the Parent and its Subsidiaries in accordance with GAAP and certified by a Responsible Officer of Parent to present fairly in all material respects the financial condition of the Parent and its Subsidiaries as of their respective dates and the results of operations of the Parent and its Subsidiaries for the respective periods then endeddetail, subject to normal year end adjustments. (B) As soon as practicable and in any event within one hundred (100) days after the end of each Fiscal Year of Parent and its Subsidiaries, commencing with Fiscal Year ending September 30, 2002, an audited Consolidated and unaudited consolidating balance sheet of Parent and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated and unaudited consolidating statements of income and expenses, retained earnings and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail and prepared in accordance with GAAP GAAP, and accompanied by a report an opinion thereon prepared by Deloitte & Touche, LLP, or another of independent certified public accounting firm accountants of nationally recognized standing national standing, which is reasonably acceptable to the Administrative Agent, opinion (x) shall state that such financial statements are not qualified present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with respect to scope limitations imposed by Parent and its Subsidiaries or GAAP, (y) shall state that the examination of such accountants in connection with respect to accounting principles followed by Parent and its Subsidiaries not such financial statements has been made in accordance with GAAP.generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (z) shall not be qualified by reason of restricted or limited examination of any material portion of the records of the Company or any Subsidiary and shall contain no disclaimer of opinion or adverse opinion except such as the Required Holders in their sole discretion determine to be immaterial, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);"

Quarterly and Annual Financial Statements. The Borrower Representative, on behalf of the Parent and Borrowers, shall deliver to Agent the following financial information, all of which shall be accompanied by a Compliance Certificate which shall include a calculation of all financial covenants referenced therein (Aboth prior to and after execution and delivery of the Financial Covenant Amendment): (i) As soon as practicable and in any event within fifty-five sixty (5560) days after the end of each fiscal quarterFiscal Quarter through and including the Fiscal Quarter ending on or about June 30, an 2007, and thereafter within forty-five (45) days after the end of each subsequent Fiscal Quarter, unaudited Consolidated consolidated and consolidating balance sheet sheets, statements of the income and shareholders' equity and consolidated statements of cash flows of Parent and its Subsidiaries as of the close last day of each such fiscal quarter and unaudited Consolidated and consolidating statements of income and expenses and cash flow for the fiscal quarter then ended and that portion of the Fiscal Year then endedQuarter, all as certified in reasonable detail and prepared writing by the Chief Financial Officer of Parent (on behalf of Parent and its Subsidiaries) as presenting fairly in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated and consolidating basis for such Fiscal Quarter; PROVIDED, HOWEVER, that for each Fiscal Quarter from and after the Fiscal Quarter during which the First Availability Reserve Termination Date occurred, such financial statements must be (A) prepared in accordance with GAAP generally accepted accounting principles consistently applied for each such Fiscal Quarter, and (B) certified in writing by a Responsible the Chief Financial Officer of Parent (on behalf of Parent and its Subsidiaries) as presenting fairly in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with generally accepted accounting principles consistently applied for each such Fiscal Quarter; (ii) within sixty (60) days after the end of each Fiscal Quarter through and including the Fiscal Quarter ending on or about June 30, 2007, and thereafter within forty-five (45) days after the end of each subsequent Fiscal Quarter, in each case until the First Availability Reserve Termination Date, a Quarterly Appraisal as of the last day of such Fiscal Quarter; and (iii) within ninety (90) days after the end of each Fiscal Year (except for the Fiscal Year ended December 31, 2006, which deadline shall be September 30, 2007), audited annual financial statements including, without limitation, balance sheets and statements of income, retained earnings, cash flows and stockholders equity, of Parent and its Subsidiaries, on a consolidated basis, which shall be accompanied by (A) an unqualified audit opinion by independent certified public accountants selected by Parent and reasonably satisfactory to Agent, that such consolidated financial statements present fairly in all material respects the financial condition of the Parent and its Subsidiaries as of their respective dates and the results of operations of the Parent and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments. (B) As soon as practicable and in any event within one hundred (100) days after the end of each Fiscal Year of Parent and its Subsidiaries, commencing with Fiscal Year ending September 30, 2002, an audited Consolidated and unaudited consolidating balance sheet of Parent and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated and unaudited consolidating statements of income and expenses, retained earnings and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail and prepared on a consolidated basis in accordance with GAAP generally accepted accounting principles consistently applied for each such Fiscal Year; and accompanied (B) copies of all related management letters sent to Parent or any Subsidiary thereof by such accountants. Parent and Borrowers shall further use commercially reasonable efforts to cause such accountants to deliver to Agent (for the benefit of Agent and Lenders) a report thereon prepared by Deloitte & Touche, LLP, or another independent certified public accounting firm letter acknowledging that such accountants are aware that a primary intent of nationally recognized standing which is reasonably acceptable to the Administrative Agent, that Parent and Borrowers in obtaining such financial statements and unqualified audit opinion is to influence Agent and Lenders and that Agent and Lenders are not qualified relying upon such financial statements and unqualified audit opinion in connection with respect to scope limitations imposed by Parent and its Subsidiaries or with respect to accounting principles followed by Parent and its Subsidiaries not in accordance with GAAPthe exercise of their rights hereunder.

Quarterly and Annual Financial Statements. (A) As soon as practicable and in any event within fifty-five (55) days after the end of each fiscal quarter, an unaudited Consolidated and consolidating balance sheet of the Parent and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated and consolidating statements of income and expenses and cash flow for the fiscal quarter then ended and that portion of the Fiscal Year then ended, all in reasonable detail and prepared by the Parent and its Subsidiaries in accordance with GAAP and certified by a Responsible Officer of Parent to present fairly in all material respects the financial condition of the Parent and its Subsidiaries as of their respective dates and the results of operations of the Parent and its Subsidiaries for the respective periods then ended, subject to normal year end adjustments. (B) As soon as practicable and in any event within one hundred (100) days after the end of each Fiscal Year of Parent and its Subsidiaries, commencing with Fiscal Year ending September 30, 20022001, an audited Consolidated and unaudited consolidating balance sheet of Parent and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated and unaudited consolidating statements of income and expenses, retained earnings and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail and prepared in accordance with GAAP and accompanied by a report thereon prepared by Deloitte & Touche, LLP, or another independent certified public accounting firm of nationally recognized standing which is reasonably acceptable to the Administrative Agent, that such financial statements are not qualified with respect to scope limitations imposed by Parent and its Subsidiaries or with respect to accounting principles followed by Parent and its Subsidiaries not in accordance with GAAP.