Common use of Annual Financials Clause in Contracts

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year (or such earlier date on which Borrower is required to file Form 10-K under the Exchange Act), a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion of KPMG LLP or other independent public accountants of recognized national standing, together with (i) a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a Compliance Certificate and (iii) a certificate of the Chief Financial Officer of the Borrower stating that to the best of such officer’s knowledge, 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 the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 on or before the later of 100 days after the end of each Fiscal Year (or such earlier date on which Borrower is required to file Form 10-K under two Business Days after request by the Exchange Act)Agent, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion of KPMG Peat Marwick LLP or other independent public accountants of recognized national standingstanding acceptable to the Required Lenders (without qualification as to going concern or scope of audit), together with (i) a certificate of such accounting firm to the Lenders Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a Compliance Certificate schedule in form reasonably satisfactory to the Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.02(m) and Section 5.04(a) through (c), and (iii) a certificate of the Chief Financial Officer Officer, Treasurer or Controller of the Borrower stating on behalf of the Borrower that to the best of such officer’s knowledgehis or her knowledge after due inquiry, no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event _________________ within 90 days after the end of each Fiscal Year (or such earlier date on which Borrower is required to file Form 10-K under the Exchange Act)Year, a copy of the annual audit report for such year for the Borrower Borrower, the Company and its Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Borrower Borrower, the Company and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of KPMG Peat Marwick LLP or other independent public accountants of recognized national standingstanding acceptable to the Required Lenders, together with (i) a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Borrower Borrower, the Company and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (ii) a Compliance Certificate and (iii) a certificate of the Chief Financial Officer chief financial officer of the Borrower stating that to the best of such officer’s knowledge, no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement state- ment as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within not later ----------------- than 90 days after the end of each Fiscal Year (or such earlier date on which Borrower is required to file Form 10-K under the Exchange Act), a copy fiscal year of the annual Borrower, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report for such year for the Borrower and its Subsidiaries, including therein audited Consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year fiscal year and a the related Consolidated and consolidating statements of income income, shareholders' equity and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, and the corresponding figures as at the end of, and for, the preceding fiscal year, and, in each the case accompanied of such Consolidated financial statements certified by an unqualified opinion of KPMG LLP or other independent certified public accountants of recognized national standing, standing acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower in connection with such audit together with (i) a certificate of such accounting firm to Administrative Agent and the Lenders Banks stating that that, in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) together with a Form 10K and a Compliance Certificate and (iii) a certificate of the Chief Financial Officer of the Borrower stating that to the best of such officer’s knowledge, 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 the Borrower has taken and proposes to take with respect thereto.Certificate;

Annual Financials. As soon as available and in any event within 90 120 days after the end of each Fiscal Year (or such earlier date on which Borrower is required to file Form 10-K under fiscal year of the Exchange Act)Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, ,including therein a Consolidated and consolidating balance sheets sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year, and a Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case (with respect to such Consolidated financial statements) accompanied by an unqualified opinion of KPMG LLP Arthur Andersen & Co. or other independent public accountants of recognized national standingox xxxxgxxxxx xxanding acceptable to the Required Lenders, together with (iA) a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a Compliance Certificate and (iiiB) a certificate of the Chief Financial Officer chief financial officer of the Borrower stating that to the best of such officer’s knowledge, no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year (or such earlier date on which Borrower is required to file Form 10-K under the Exchange Act)Year, a copy of the annual audit report for such year for the Borrower Company and its Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Borrower Company and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated statement of cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an unqualified opinion acceptable to the Required Holders as to such audit report of KPMG PricewaterhouseCoopers LLP or other independent public accountants of recognized national standingstanding reasonably acceptable to the Required Holders and (ii) to the extent required by applicable law, a report of such independent public accountants as to the Company’s internal controls required under Section 404 of Xxxxxxxx-Xxxxx, in each case certified in a manner reasonably acceptable to the Required Holders, together with (ix) a certificate of such accounting firm to the Lenders Holders stating that in the course of the regular audit of the business of the Borrower Company and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a Compliance Certificate thereof and (iiiy) a certificate of the Chief Financial Officer of the Borrower Company stating that to the best of such officer’s knowledge, 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 the Borrower Company and/or TCML has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year (or such earlier date on which Borrower is required to file Form 10-K under the Exchange Act)Year, a copy of the annual audit report for such year for the Borrower Company and its Subsidiaries, including therein Consolidated and consolidating balance sheets of the Borrower Company and its Subsidiaries Subsidiaries, in each case as of the end of such Fiscal Year Year, and a Consolidated and consolidating statements of income and a Consolidated statement of cash flows flow of the Borrower Company and its Subsidiaries and of the Company and its Subsidiaries, in each case for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Year, in each case accompanied as to such Consolidated statements, by an unqualified opinion of KPMG PricewaterhouseCoopers LLP or other independent public accountants of recognized national standingstanding acceptable to the Required Lenders, together with (i) a certificate copy of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted any management letter prepared by such accounting firm in accordance with generally accepted auditing standards, respect to such accounting firm has obtained no knowledge that a Default has occurred Fiscal Year and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as distributed to the nature thereofCompany, (ii) a Compliance Certificate and (iii) a certificate of the Chief Financial a Responsible Officer of the Borrower stating that to the best of such officer’s knowledge, no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Company has taken and proposes to take with respect thereto., (iii) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP and (iv) a certificate signed by a Responsible Officer in the form of Exhibit G.