Common use of Annual Audit Reports Clause in Contracts

Annual Audit Reports. As soon as practicable, and in any event within 90 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Administrative Agent, with a copy for each Lender, consolidated statements of income, retained earnings and cash flows of the Borrower and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Borrower, which opinion shall not be subject to any qualification as to scope of audit or as to any other matter which the Required Lenders determine is adverse. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their retained earnings and cash flows for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any -------------------- event within 90 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Administrative Agent, with a copy for each Lender, consolidated statements of income, retained earnings and cash flows of the Borrower and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Borrower, which opinion shall not be subject to any qualification as to scope of audit or as to any other matter which the Required Lenders determine is adverse. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their retained earnings and cash flows for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within 90 days after the close of each fiscal year of the BorrowerBorrowers, the Borrower Borrowers shall furnish to the Administrative Agent, with a copy for Agent and each Lender, of the Lenders consolidated statements of income, retained earnings and cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries Borrowers for such fiscal year and a consolidated balance sheet of the Borrower and its consolidated Subsidiaries Borrowers as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year, together with all management letters issued, or letters stating that no management letters are being issued, in connection therewith. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Borrower, which Borrowers and reasonably satisfactory to the Agent. A copy of the opinion of such accountants shall be delivered to the Agent and each of the Lenders and signed by such accountants. Such opinion shall be free of exceptions or qualifications not acceptable to the Agent in its reasonable discretion and in any event shall be subject free of any exception or qualification which is of "going concern" or like nature or which relates to any qualification as to a limited scope of audit or as to any other matter which the Required Lenders determine is adverseexamination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in under the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries Borrowers as of the end of such fiscal year and the results of their operations and their retained earnings and cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in -------------------- any event within 90 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Administrative Agent, with a copy for each Lender, consolidated statements of income, retained earnings and cash flows of the Borrower and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Borrower, which opinion shall not be subject to any qualification as to scope of audit or as to any other matter which the Required Lenders determine is adverse. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their retained earnings and cash flows for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within 90 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Administrative Agent, with a copy for each Lender, consolidated and consolidating statements of income, retained earnings and cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year and a consolidated and consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion a report of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by the Borrower, which opinion Borrower and reasonably satisfactory to the Required Lenders. Such report shall be free of exceptions or qualifications not be subject acceptable to any qualification as to scope of audit or as to any other matter which the Required Lenders determine and in any event shall be free of any exception or qualification which is adverseof "going concern" or like nature or which relates to a limited scope of examination. Such opinion report in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their retained earnings and cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within 90 days not later than the earlier to occur of the date after the close of each fiscal year of the BorrowerParent by which the Parent is required to file its annual report on Form 10-K with the SEC (which on the Closing Date is sixty days after the close of such fiscal year) or the ninetieth day after such close of such fiscal year, the Borrower Loan Parties shall furnish to the Administrative Agent, with a copy for each Lender, Lender consolidated statements of income, retained earnings and cash flows and changes in stockholders’ equity of the Borrower Parent and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion of an independent certified registered public accountants accounting firm of recognized national standing selected by the Borrower, which Parent and reasonably satisfactory to the Agent. Such opinion shall be free of exceptions or qualifications not acceptable to the Agent and in any event shall be subject free of any exception or qualification which is of “going concern” or like nature or which relates to any qualification as to a limited scope of audit or as to any other matter which the Required Lenders determine is adverseexamination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Borrower Parent and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their retained earnings and cash flows and changes in stockholders’ equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within 90 ninety (90) days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Administrative Agent, with a copy for each Lender, consolidated statements of income, retained earnings and cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the 45 50 corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by Borrower and approved by the Borrower, which Bank. Such opinion shall not be subject to any qualification as to scope free of audit exceptions or as to any other matter which the Required Lenders determine is adversequalifications. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries (including, but not limited to, the Borrower) as of the end of such fiscal year and the results of their operations and their retained earnings and cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within 90 120 days after the close of each fiscal year of the BorrowerCompany, the Borrower Company shall furnish to the Administrative Agent, with a copy for each LenderBank, consolidated statements of income, retained earnings and cash flows and changes in stockholders' equity of the Borrower Company and its consolidated Consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Borrower Company and its consolidated Consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such All such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Borrower, which Company. Such opinion shall not be subject free of exceptions or qualifications of "going concern" or like nature or which relate to any qualification as to a limited scope of audit or as to any other matter which the Required Lenders determine is adverseexamination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (ix) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (iiy) in the opinion of such accountants such financial statements present fairly the financial position of the Borrower Company and its consolidated Consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their retained earnings and cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.