Common use of Accounts and Reports Clause in Contracts

Accounts and Reports. Operator shall furnish or cause to be furnished to Owner and each Member the following reports: (a) Within 15 days after the end of each calendar month, a report, in form and substance reasonable satisfactory to Owner, containing (i) a summary of the operations and the financial results of operations during such month (or, prior to the commencement of operation of the Facility, a summary of the construction or testing progress during such month, in each case together with a comparison to the schedule for construction and testing contemplated by the EPC Contract), and (ii) a table of the actual O&M Costs during such month compared to the then current Annual O&M Budget. (b) Within 45 days after the end of each calendar quarter, (i) an unaudited balance sheet of Owner as at the end of such month and unaudited statements of income and of changes in cash flow of Owner for such quarter and for the year-to-date period ended on the last day of such quarter, in each case prepared in accordance with GAAP consistently applied and setting forth in comparative form Owner’s financial statements for the corresponding periods for the prior Fiscal Year, if any. Such quarterly financial statements shall be certified on behalf of Operator by the chief financial officer of Operator stating that, to the best of his or her knowledge, such statements are consistent with the books and records of Owner, have been prepared in accordance with GAAP consistently applied (except as noted and other than as stated in the accompanying notes) and fairly present the financial condition of Owner at the date thereof and for the periods covered thereby, subject to changes resulting from year-end adjustments and accruals. (c) Within 90 days after the end of each Fiscal Year, an audited balance sheet of Owner as of the end of such year and audited statements of income and of changes in cash flow of Owner for such year, including comparisons to the prior year, prepared in accordance with GAAP consistently applied. Owner’s annual financial statements shall be certified by a nationally or regionally recognized accounting firm selected by the Owner Management Committee. (d) No later than 30 days prior to the start of each new Fiscal Year, projections and a proposed budget for such new Fiscal Year, all in reasonable detail and prepared on a monthly basis, and promptly after the preparation thereof, any revisions to such projections. (e) As promptly as practicable, any notice or written assertion of noncompliance by Owner with any Applicable Law or Facility Document which could reasonably be expected to result in a material adverse effect on the business, assets, condition (financial or other), results of operations or prospects of Owner. (f) Any other financial or other information available as any Member shall reasonably request.

Accounts and Reports. Operator shall The Company will, and will cause each of its Subsidiaries to, maintain a standard system of accounts in accordance with GAAP consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish or cause to be furnished to Owner and each Member Purchaser the following reports:information set forth in this Section 3.1. (a) Within 15 one hundred twenty (120) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income statements and balance sheets) and cash flow statements of the Company and its Subsidiaries as of the end of such year, prepared in accordance with GAAP, duly certified by an independent public accountant of national recognition selected by the Board of Directors of the Company and accompanied by a written discussion and analysis by management, including any relevant supporting documentation and data of such financial statements. (b) Within forty-five (45) days after the end of each calendar month, a report, in form and substance reasonable satisfactory to Owner, containing quarter (i) a summary of other than the operations and the financial results of operations during such month (or, prior to the commencement of operation of the Facility, a summary of the construction or testing progress during such month, last quarter in each case together with a comparison to the schedule for construction and testing contemplated by the EPC Contract), and (ii) a table of the actual O&M Costs during such month compared to the then current Annual O&M Budget. (b) Within 45 days after the end of each calendar quarter, (ifiscal year) an unaudited consolidated quarterly financial statement (including income statements, balance sheet of Owner as at the end of such month and unaudited statements of income and of changes in sheets, cash flow statements, and comparisons to budget) of Owner for such quarter the Company and for the year-to-date period ended on the last day of such quarter, in each case prepared in accordance with GAAP consistently applied and setting forth in comparative form Owner’s financial statements for the corresponding periods for the prior Fiscal Year, if any. Such quarterly financial statements shall be certified on behalf of Operator by the chief financial officer of Operator stating that, to the best of his or her knowledge, such statements are consistent with the books and records of Owner, have been prepared in accordance with GAAP consistently applied (except as noted and other than as stated in the accompanying notes) and fairly present the financial condition of Owner at the date thereof and for the periods covered thereby, subject to changes resulting from year-end adjustments and accruals. (c) Within 90 days after the end of each Fiscal Year, an audited balance sheet of Owner its Subsidiaries as of the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year for the Company and audited statements each of income and of changes in cash flow of Owner for such yearits Subsidiaries, including comparisons to as the prior year, prepared in accordance with GAAP consistently applied. Owner’s annual financial statements shall be certified by a nationally or regionally recognized accounting firm selected by the Owner Management Committee. (d) No later than 30 days prior to the start of each new Fiscal Year, projections and a proposed budget for such new Fiscal Yearcase may be, all in reasonable detail and prepared on in accordance with GAAP (except for normal year end adjustments and the absence of footnotes) and certified to by the Chief Financial Officer of the Company. (c) At the time of delivery of each annual statement, a monthly basiscertificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such default, and promptly after (ii) with respect to the preparation thereofdelivery of annual statements, a statement as to the then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series A Preferred Stock may then be converted. (d) Promptly upon receipt thereof and review by the Company's Board of Directors, any revisions written report, so called "management letter," and any other communication submitted to such projections.the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (e) As promptly as practicablePromptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any notice court or written assertion of noncompliance governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or any Subsidiary which, if successful, could have a Material Adverse Effect; and (ii) all material defaults by Owner with the Company or any Applicable Law Subsidiary (whether or Facility Document which could reasonably be expected to result in a material adverse effect on the business, assets, condition not declared) under any agreement for money borrowed (financial unless waived or othercured within applicable grace periods), results of operations or prospects of Owner.; (f) Any Promptly upon sending, making available, or filing the same, all reports and financial statements which the Company (or any Subsidiary) shall send or make available generally to the stockholders of the Company as such or to the Commission; and (g) Such other information with regard to the business, properties or the condition or operations, financial or other information available otherwise, of the Company or its Subsidiaries as any Member shall the Purchasers may from time to time reasonably request.

Accounts and Reports. Operator shall The Company will, and will cause each of its Subsidiaries to, maintain a system of accounts in accordance with generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish or cause to be furnished to Owner and each Member Purchaser the following reports:information set forth in this Section 3.1. (a) Within 15 ninety (90) days after the end of each calendar monthfiscal year, a report, in form and substance reasonable satisfactory to Owner, containing (i) a summary copy of the operations consolidated and the financial results of operations during such month (or, prior to the commencement of operation consolidating balance sheet of the FacilityCompany and its Subsidiaries as at the end of such year, a summary together with consolidated and consolidating statements of income, shareholders' equity and cash flow of the construction or testing progress during Company and its Subsidiaries for such monthyear, setting forth in each case together with a comparison to in comparative form the schedule corresponding figures for construction the preceding fiscal year, all in reasonable detail and testing contemplated accompanied by the EPC Contract), and (ii) a table unqualified report of Ernst & Young LP or such other of the actual O&M Costs during six largest public accountant firms (measured by total revenues) as may be selected from time to time by the Board of Directors; provided that such month compared to the then current Annual O&M Budgetconsolidating statements need not be audited. (b) Within 45 thirty (30) days after the end of each calendar quartermonth, (i) an unaudited a preliminary consolidated and consolidating balance sheet of Owner the Company and its Subsidiaries as at of the end of such month and unaudited preliminary consolidated and consolidating statements of income income, shareholders' equity and of changes in cash flow of Owner for such quarter month and for the year-to-date period ended on commencing at the last day end of the previous fiscal year and ending with the end of such quartermonth, setting forth in each case prepared in accordance with GAAP consistently applied and setting forth in comparative form Owner’s financial statements the corresponding figures for the corresponding periods for period of the prior Fiscal Yearpreceding fiscal year, if any. Such quarterly financial statements shall be certified on behalf of Operator by the chief financial officer of Operator stating that, to the best of his or her knowledge, such statements are consistent with the books and records of Owner, have been prepared all in accordance with GAAP consistently applied (except as noted and other than as stated in the accompanying notes) and fairly present the financial condition of Owner at the date thereof and for the periods covered thereby, subject to changes resulting from year-end adjustments and accrualsreasonable detail. (c) Within 90 days after At the end time of delivery of each Fiscal Yearmonthly and annual statement, an audited balance sheet of Owner as a certificate, executed by either the president or chief financial officer of the end Company stating that such officer has reviewed the provisions of such year Articles III, IV and audited statements IX of income this Agreement and has no knowledge of changes in cash flow of Owner for such year, including comparisons to the prior year, prepared in accordance with GAAP consistently applied. Owner’s annual financial statements shall be certified by a nationally or regionally recognized accounting firm selected any default by the Owner Management CommitteeCompany or any Subsidiary in the performance or observance of any of the provisions thereof or, if such officer has such knowledge, specifying such default. (d) No Not later than 30 thirty (30) days prior to the start end of each new Fiscal Yearfiscal year, projections a copy of the operating plan and a proposed budget for such new Fiscal Year, all in reasonable detail and prepared on a monthly basis, and promptly after the preparation thereof, any revisions to such projectionsnext fiscal year required under Section 3.8. (e) As promptly as practicablePromptly upon receipt thereof, any notice written report, any so called "management letter", and any other reports submitted to the Company or written assertion of noncompliance any Subsidiary by Owner with any Applicable Law or Facility Document which could reasonably be expected its independent public accountants relating to result in a material adverse effect on the business, assets, prospects or financial condition (financial or other), results of operations or prospects of Ownerthe Company and its Subsidiaries. (f) Any Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Subsidiary) which, if successful, would have a Material Adverse Effect; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (g) Promptly upon sending, making available, or filing the same, all reports and financial statements as the Company (or any Subsidiary) shall send or make available generally to the shareholders of the Company as such or to the Commission; and (h) Such other information with regard to the business, properties or the condition or operations, financial or other information available otherwise, of the Company or its Subsidiaries as any Member shall the Purchasers may from time to time reasonably request.

Accounts and Reports. Operator Each of HEI and the Company shall furnish or cause to be furnished to Owner Purchaser and each Member Qualified Holder copies of the following reportsfollowing: (a) Within 15 As soon as available but in any event within 30 days after the end of each calendar month, a report, in form and substance reasonable satisfactory to Owner, containing (i) a summary monthly accounting period of the operations and the financial results of operations during Company in each fiscal year (or such month (or, prior shorter period as is provided to the commencement Company's lenders), unaudited consolidated statements of operation income and cash flows of the Facility, a summary Company and its Subsidiaries for such monthly period and for the period from the beginning of the construction or testing progress during fiscal year to the end of such month, and unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of such monthly period, setting forth, in each case together with a comparison case, comparisons to the schedule for construction Annual Budget and testing contemplated to the corresponding period in the preceding fiscal year. All such statements shall be certified by the EPC Contract), and (ii) a table of the actual O&M Costs during such month compared to the then current Annual O&M BudgetCompany's chief financial officer. (b) Within As soon as available but in any event within 45 days after the end of each calendar quarterfiscal quarter of the Company in each fiscal year (including the last quarter of any such fiscal year) (or such shorter period as is provided to the Company's lenders), (i) an quarterly unaudited balance sheet of Owner as at the end of such month and unaudited consolidated statements of income and cash flows of changes in cash flow of Owner the Company and its Subsidiaries for such quarter fiscal quarter, and quarterly unaudited consolidated balance sheets of the Company and its Subsidiaries for the year-to-date period ended on the last day of such fiscal quarter, setting forth, in each case prepared in accordance with GAAP consistently applied case, comparisons to the Annual Budget and setting forth in comparative form Owner’s financial statements for to the corresponding periods for period in the prior Fiscal Year, if anypreceding fiscal year. Such quarterly financial All such statements shall be certified on behalf of Operator by the Company's chief financial officer of Operator stating that, to the best of his or her knowledge, such statements are consistent with the books and records of Owner, have been prepared in accordance with GAAP consistently applied (except as noted and other than as stated in the accompanying notes) and fairly present the financial condition of Owner at the date thereof and for the periods covered thereby, subject to changes resulting from year-end adjustments and accrualsofficer. (c) Within As soon as available but in any event within 90 days after the end of each Fiscal Yearfiscal year (or such shorter period as is provided to the Company's lenders), an audited consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal year, and consolidated balance sheet sheets of Owner the Company and its Subsidiaries as of the end of such year and audited statements of income and of changes in cash flow of Owner for such fiscal year, including setting forth in each case comparisons to the prior Annual Budget and to the preceding fiscal year, prepared in accordance and accompanied by (i) with GAAP consistently applied. Owner’s annual financial statements shall be certified by a nationally respect to the consolidated portions of such statements, an opinion containing no exceptions or regionally recognized qualifications (except for qualifications regarding specified contingent liabilities) of Arth▇▇ Ande▇▇▇▇ ▇▇▇ or another independent accounting firm selected of recognized national standing, (ii) a copy of such firm's annual management letter to the Company's Board of Directors and (iii) a management report and discussion, prepared by the Owner Management CommitteeCompany's chief financial officer, in reasonable detail, of the Company's operating results for such fiscal year. (d) No Accompanying the financial statements referred to in clauses (a) and (b) above, a certificate of the Company's chief financial or chief executive officer stating that no Major Corporate Transaction has occurred without the consent of Purchaser and that the Company has not issued and HEDC has not sold securities to a Strategic Partner (as such terms are defined in the Stockholders Agreement) or, if any such event has occurred, specifying the material terms thereof. (e) Promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the operations or financial affairs of the Company and its Subsidiaries provided by the Company's independent accountants (and not otherwise contained in other materials provided hereunder). (f) As soon as practicable and in any event no later than 30 days prior to the start close of each new Fiscal Yearfiscal year of the Company, projections and a proposed budget for such new Fiscal Yearthe immediately succeeding fiscal year, all which shall be prepared in reasonable detail and prepared in a form reasonably satisfactory to the Purchaser, which budget shall display (segregated on a monthly basis) anticipated statements of income and cash flows and balance sheets for the Company and its Subsidiaries for such immediately succeeding fiscal year (the "Annual Budget"), and and, promptly after the upon preparation thereof, all other significant budgets (including strategic plans) prepared by the Company or any revisions of its Subsidiaries shall be delivered to such projectionsthe Purchaser. (eg) As promptly as practicableWithin ten days after transmission thereof, copies of all financial statements, proxy statements, reports and any notice other general written communications which the Company or written assertion any of noncompliance by Owner its Subsidiaries sends to its stockholders and copies, if any, of all registration statements and all regular, special or periodic reports which it files with the Securities and Exchange Commission or with any Applicable Law securities exchange on which any of its securities are then listed, and copies of all press releases and other statements made available generally by the Company or Facility Document any of its Subsidiaries to the public concerning material developments in the businesses of the Company or any of its Subsidiaries. (h) Promptly upon the occurrence of an event of default under any indebtedness incurred pursuant to Section 7.5, written notice of such event of default and a description of the actions being taken by HEI in connection therewith. (i) With reasonable promptness, such other information and financial data concerning the Company and its Subsidiaries as any Person entitled to receive information under this Section 7.3 may reasonably request. Each of the financial statements referred to in subparagraphs (a), (b) and (c) shall be prepared in accordance with GAAP, consistently applied, and shall be true and correct in all material respects as of the dates and for the periods stated therein, subject in the case of the unaudited financial statements to changes resulting from normal year-end adjustments (none of which could would reasonably be expected to result have a Material Adverse Effect). Notwithstanding the foregoing, the provisions of this Section 7.3 shall cease to be effective so long as the Company (x) is subject to the periodic reporting requirements of the Exchange Act and continues to comply with such requirements and (y) promptly provides to each person otherwise entitled to receive information pursuant to this Section 7.3 such reports and other material filed by the Company with the Securities and Exchange Commission pursuant to the periodic reporting requirements of the Exchange Act. Except as otherwise required by law or judicial order or decree or by any governmental agency or authority, each Person entitled to receive information regarding the Company and its Subsidiaries under Sections 7.3 or 7.4 hereof shall use its best efforts to maintain the confidentiality of all non-public information obtained by it hereunder which the Company has reasonably designated as proprietary or confidential in nature; provided, however, that each such Person may disclose such information in connection with the sale or transfer of any Securities or Conversion Securities if such Person's transferee agrees in writing to be bound by the provisions hereof. If this Agreement terminates, each Person entitled to receive information under Sections 7.3 or 7.4 hereof, shall not use in any manner any information or material obtained from or on behalf of Hallmark, HEI, HEDC or the Company or any of their respective directors, officers, employees, agents or representatives, whether prior to, on or after the date of this Agreement, other than information and material readily ascertainable from public or published information, or trade sources, already known by Purchaser independently of any investigation of Hallmark, HEI, HEDC or the Company and its Subsidiaries received from a third party not known or reasonably believed by Purchaser to be under an obligation to any of Hallmark, HEI, HEDC or the Company or any of its Subsidiaries to keep such information confidential. If this Agreement terminates, any documents or material adverse effect obtained by Purchaser from or on behalf of Hallmark, HEI, HEDC or the businessCompany or any of its Subsidiaries or any of their respective directors, assetsofficers, condition (financial employees, agents or other)representatives of such Persons, results of operations or prospects of Owner. (f) Any other financial upon written request, shall promptly be returned and any analyses, compilations, studies or other material prepared by Purchaser or its representatives containing, or based in whole or in part on, any information available as or material so obtained from or on behalf of Hallmark, HEI, HEDC or the Company or any Member of its Subsidiaries shall reasonably requestpromptly be destroyed.

Accounts and Reports. Operator shall furnish or cause to be furnished to Owner and each Member the following reports: (a) Within 15 days after the end of each calendar month, a report, in form and substance reasonable satisfactory to Owner, containing (i) a summary of the operations and the financial results of operations during such month (or, prior to the commencement of operation of the Facility, a summary of the construction or testing progress during such month, in each case together with a comparison to the schedule for construction and testing contemplated by the EPC Contract)The Company will, and (ii) will cause each of its Subsidiaries to, maintain a table system of the actual O&M Costs during such month compared to the then current Annual O&M Budget. (b) Within 45 days after the end of each calendar quarter, (i) an unaudited balance sheet of Owner as at the end of such month and unaudited statements of income and of changes in cash flow of Owner for such quarter and for the year-to-date period ended on the last day of such quarter, in each case prepared accounts in accordance with GAAP consistently applied and setting the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Purchaser the information set forth in comparative form Owner’s financial statements for the corresponding periods for the prior Fiscal Year, if any. Such quarterly financial statements shall be certified on behalf of Operator by the chief financial officer of Operator stating that, to the best of his or her knowledge, such statements are consistent with the books and records of Owner, have been prepared in accordance with GAAP consistently applied (except as noted and other than as stated in the accompanying notes) and fairly present the financial condition of Owner at the date thereof and for the periods covered thereby, subject to changes resulting from year-end adjustments and accrualsthis Section 3.1. (ca) Within 90 ninety (90) days after the end of each Fiscal Yearfiscal year, an audited a copy of the consolidated and consolidating balance sheet for the Company and its Subsidiaries as at the end of Owner such year, together with consolidated and consolidating statements of income, shareholders' equity and cash flow of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and accompanied by the unqualified report of one of the five (5) largest public accounting firms (measured by total revenues), which firm shall be selected by the Board of Directors of the Company. (i) For the period beginning with April 2001 and ending with December 2001, within sixty (60) days after each month, a preliminary consolidated and consolidating balance sheet for each of (A) the Company and its United States Subsidiaries and (B) the Company's Non-United States Subsidiaries, as of the end of such month and preliminary consolidated and consolidating statements of income, shareholders' equity and cash flow for each of (A) the Company and its United States Subsidiaries and (B) the Company's Non-United States Subsidiaries, for such month for the period commencing at the end of the previous fiscal year and audited ending with the end of such month, (ii) For the period beginning with January 2002, within thirty (30) days after each month, a preliminary consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such month and preliminary consolidated and consolidating statements of income income, shareholders' equity and of changes in cash flow of Owner for such month and for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, including comparisons all in reasonable detail. (i) For the fiscal quarters ending March 31, 2001, June 30, 2001, September 30, 2001 and December 31, 2001, within (A) seventy-five (75) days after the end of (ii) For each quarter beginning with the quarter ending March 31, 2002, within forty-five (45) days after the end of each fiscal quarter an unaudited consolidated and consolidating accrual basis balance sheet of the Company as of the end of such quarter and accrual basis preliminary statements of income, shareholders' equity and cash flow for such quarter and for the period commencing with the end of the previous fiscal year and ending with the end of such quarter, setting forth, beginning with the first anniversary of the Closing Date, in each case in comparative form (i) the corresponding figures for the corresponding period of the preceding fiscal year and (ii) the corresponding figures for the corresponding period set forth in the operating plan and budget submitted to the prior yearBoard of Directors of the Company pursuant to paragraph (e) herein, prepared all in accordance with GAAP consistently applied. Owner’s annual financial statements shall be certified by a nationally or regionally recognized accounting firm selected by the Owner Management Committeereasonable detail. (d) No At the time of delivery of each monthly, quarterly and annual statement, a certificate, executed by either the president or chief financial officer of the Company stating that such officer has caused the provisions of Articles III, IV and IX of this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions thereof or, if such officer has such knowledge, specifying such default. (e) Not later than 30 thirty (30) days prior to the start end of each new Fiscal Yearfiscal year, projections a copy of the operating plan and a proposed budget for the next fiscal year required under Section 3.8. (f) Promptly upon receipt thereof, any written report, so called "management letter", and any other reports submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (g) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Subsidiary) which, if successful, would have a Material Adverse Effect; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (h) Promptly upon sending, making available, or filing the same, all reports and financial statements as the Company or any Subsidiary shall send or make available generally to the shareholders of the Company as such new Fiscal Yearor to the Commission; (i) Such other information with regard to the business, properties or the condition or operations, financial or otherwise, of the Company or its Subsidiaries as the Purchasers may from time to time reasonably request; and (j) Immediately following the Closing Date, the Company shall engage one of the five (5) largest public accounting firms (defined by total revenue), which firm shall be selected by the Board of Directors of the Company, to prepare an audited, consolidated and consolidating balance sheet of the Company and its Subsidiaries for fiscal year ended December 31, 2000, together with consolidated and consolidating statements of income, shareholders' equity and cash flow of the Company and its Subsidiaries for such year, setting forth, in each case, in comparative form, the corresponding figures for the preceding fiscal year, all in reasonable detail and prepared on a monthly basisaccompanied by the unqualified report of such public accounting firm, and promptly after which shall be delivered to the preparation thereofPurchasers on or before August 1, any revisions to such projections2001. (e) As promptly as practicable, any notice or written assertion of noncompliance by Owner with any Applicable Law or Facility Document which could reasonably be expected to result in a material adverse effect on the business, assets, condition (financial or other), results of operations or prospects of Owner. (f) Any other financial or other information available as any Member shall reasonably request.

Accounts and Reports. Operator shall The Company will, and will cause each of its Subsidiaries to, maintain a system of accounts in accordance with generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish or cause to be furnished to Owner and each Member Purchaser that holds Debentures in principal amount of more than $2,000,000 in the following reports:aggregate, the information set forth in this Section 3.1. (a) Within 15 one hundred twenty (120) days after the end of each calendar monthfiscal year, a report, in form and substance reasonable satisfactory to Owner, containing (i) a summary copy of the operations consolidated and the financial results of operations during such month (or, prior to the commencement of operation consolidating balance sheet of the FacilityCompany and its Subsidiaries as at the end of such year, a summary together with consolidated and consolidating statements of income, shareholders’ equity and cash flow of the construction or testing progress during Company and its Subsidiaries for such monthyear, setting forth in each case together with a comparison to in comparative form the schedule corresponding figures for construction the preceding fiscal year, all in reasonable detail and testing contemplated accompanied by the EPC Contractunqualified report of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ or of one of the four largest public accountant firms (measured by total revenues), and (ii) a table which firm shall be selected by the Board of Directors of the actual O&M Costs during Company; provided that such month compared to the then current Annual O&M Budgetconsolidating statements need not be audited. (b) Within 45 forty-five (45) days after each of the end first 3 quarters of each calendar quarterfiscal year, (i) an unaudited a preliminary consolidated and consolidating balance sheet of Owner as at the end of such month Company and unaudited statements of income and of changes in cash flow of Owner for such quarter and for the year-to-date period ended on the last day of such quarter, in each case prepared in accordance with GAAP consistently applied and setting forth in comparative form Owner’s financial statements for the corresponding periods for the prior Fiscal Year, if any. Such quarterly financial statements shall be certified on behalf of Operator by the chief financial officer of Operator stating that, to the best of his or her knowledge, such statements are consistent with the books and records of Owner, have been prepared in accordance with GAAP consistently applied (except as noted and other than as stated in the accompanying notes) and fairly present the financial condition of Owner at the date thereof and for the periods covered thereby, subject to changes resulting from year-end adjustments and accruals. (c) Within 90 days after the end of each Fiscal Year, an audited balance sheet of Owner its Subsidiaries as of the end of such quarter and preliminary consolidated and consolidating statements of income, shareholders’ equity and cash flow for the period commencing at the end of the previous fiscal year and audited statements ending with the end of income and such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of changes in cash flow of Owner for such the preceding fiscal year, including comparisons all in reasonable detail. (c) At the time of delivery of each monthly and annual statement, a certificate, executed by either the president or chief financial officer of the Company stating that such officer has caused the terms of the documents related to the prior year, prepared in accordance with GAAP consistently applied. Owner’s annual financial statements shall Trust Preferred Financing to be certified by a nationally or regionally recognized accounting firm selected reviewed and has no knowledge of any default by the Owner Management CommitteeCompany or any Subsidiary in the performance or observance of any of the provisions thereof or, if such officer has such knowledge, specifying such default. (d) No later than 30 days prior to the start of each new Fiscal Year, projections and a proposed budget for such new Fiscal Year, all in reasonable detail and prepared on a monthly basis, and promptly after the preparation Promptly upon receipt thereof, any revisions written report, so called “management letter”, and any other reports submitted to such projections.the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (e) As promptly as practicablePromptly after the commencement or occurrence thereof, notice of (i) all actions, suits and proceedings before any notice court or written assertion of noncompliance by Owner with governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Applicable Law or Facility Document which could reasonably be expected to result in Subsidiary) which, if successful, would have a material adverse effect on the business, assets, condition (financial or other), results of operations of the Company and its Subsidiaries, taken as a whole; and (ii) all material defaults by the Company or prospects of Owner.any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (f) Any Such other information with regard to the business, properties or the condition or operations, financial or other information available otherwise, of the Company or its Subsidiaries as any Member shall the Purchasers may from time to time reasonably request.

Accounts and Reports. Operator shall The Company will, and will cause each of its Subsidiaries (if any) to, maintain a system of accounts in accordance with generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries (if any) to keep full and complete financial records. The Company will furnish or cause to be furnished to Owner and each Member Purchaser the following reports:information set forth in this Section 3.1. (a) Within 15 ninety (90) days after the end of each calendar monthfiscal year, a report, in form and substance reasonable satisfactory to Owner, containing (i) a summary copy of the operations consolidated and the financial results of operations during such month (or, prior to the commencement of operation consolidating balance sheet of the FacilityCompany and its Subsidiaries as at the end of such year, a summary together with consolidated and consolidating statements of income, shareholders' equity and cash flow of the construction or testing progress during Company and its Subsidiaries for such monthyear, setting forth in each case together with a comparison to in comparative form the schedule corresponding figures for construction the preceding fiscal year, all in reasonable detail and testing contemplated accompanied by the EPC Contractunqualified report of one of the six largest public accountant firms (measured by total revenues), and (ii) a table which firm shall be selected by the Board of Directors of the actual O&M Costs during Company; provided that such month compared to the then current Annual O&M Budgetconsolidating statements need not be audited. (b) Within 45 thirty (30) days after the end of each calendar quartermonth, (i) an unaudited a preliminary consolidated and consolidating balance sheet of Owner the Company and its Subsidiaries as at of the end of such month and unaudited preliminary consolidated and consolidating statements of income income, shareholders' equity and of changes in cash flow of Owner for such quarter month and for the year-to-date period ended on commencing at the last day end of the previous fiscal year and ending with the end of such quartermonth, setting forth in each case prepared in accordance with GAAP consistently applied and setting forth in comparative form Owner’s financial statements the corresponding figures for the corresponding periods for period of the prior Fiscal Yearpreceding fiscal year, if any. Such quarterly financial statements shall be certified on behalf of Operator by the chief financial officer of Operator stating that, to the best of his or her knowledge, such statements are consistent with the books and records of Owner, have been prepared all in accordance with GAAP consistently applied (except as noted and other than as stated in the accompanying notes) and fairly present the financial condition of Owner at the date thereof and for the periods covered thereby, subject to changes resulting from year-end adjustments and accrualsreasonable detail. (c) Within 90 days after At the end time of delivery of each Fiscal Yearmonthly and annual statement, an audited balance sheet of Owner as a certificate, executed by either the president or chief financial officer of the end Company stating that such officer has caused the provisions of such year Articles III, IV and audited statements IX of income this Agreement, and the terms of changes in cash flow of Owner for such year, including comparisons the documents related to the prior year, prepared in accordance with GAAP consistently applied. Owner’s annual financial statements shall Senior Credit Financing to be certified by a nationally or regionally recognized accounting firm selected reviewed and has no knowledge of any default by the Owner Management CommitteeCompany or any Subsidiary in the performance or observance of any of the provisions thereof or, if such officer has such knowledge, specifying such default. (d) No Not later than 30 thirty (30) days prior to the start end of each new Fiscal Yearfiscal year, projections a copy of the operating plan and a proposed budget for such new Fiscal Year, all in reasonable detail and prepared on a monthly basis, and promptly after the preparation thereof, any revisions to such projectionsnext fiscal year required under Section 3.8. (e) As promptly as practicablePromptly upon receipt thereof, any notice written report, so called "management letter," and any other reports submitted to the Company or written assertion of noncompliance any Subsidiary by Owner with any Applicable Law or Facility Document which could reasonably be expected its independent public accountants relating to result in a material adverse effect on the business, assets, prospects or financial condition (financial or other), results of operations or prospects of Owner.the Company and its Subsidiaries; (f) Any Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Subsidiary) which, if successful, would have a Material Adverse Effect; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); and (g) Such other information with regard to the business, properties or the condition or operations, financial or other information available otherwise, of the Company or its Subsidiaries as any Member shall the Purchasers may from time to time reasonably request.

Accounts and Reports. Operator shall The Company will, and will cause each of its Subsidiaries to, maintain a standard system of accounts in accordance with GAAP consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish or cause to be furnished to Owner and each Member Purchaser the following reports:information set forth in this Section 3.1. (a) Within 15 one hundred twenty (120) days after the end of each fiscal year, a copy of the audited annual consolidated financial statement (including income statements balance sheets) and cash flow statements of the Company and its Subsidiaries as of the end of such year, prepared in accordance with GAAP, duly certified by an independent public accountant of national recognition selected by the Board of Directors of the Company. (b) Within thirty (30) days after the end of each calendar month, a report, in form and substance reasonable satisfactory to Owner, containing (i) a summary of the operations and the financial results of operations during such month (or, prior to the commencement of operation of the Facility, a summary of the construction or testing progress during such month, in each case together with a comparison to fiscal year (other than the schedule for construction and testing contemplated by the EPC Contract), and (ii) a table of the actual O&M Costs during such last month compared to the then current Annual O&M Budget. (b) Within 45 days after the end of in each calendar quarter, (ifiscal year) an unaudited consolidated monthly financial statement (including income statements, balance sheet of Owner as at the end of such month and unaudited statements of income and of changes in sheets, cash flow statements, and comparisons to budget) of Owner for such quarter the Company and for the year-to-date period ended on the last day of such quarter, in each case prepared in accordance with GAAP consistently applied and setting forth in comparative form Owner’s financial statements for the corresponding periods for the prior Fiscal Year, if any. Such quarterly financial statements shall be certified on behalf of Operator by the chief financial officer of Operator stating that, to the best of his or her knowledge, such statements are consistent with the books and records of Owner, have been prepared in accordance with GAAP consistently applied (except as noted and other than as stated in the accompanying notes) and fairly present the financial condition of Owner at the date thereof and for the periods covered thereby, subject to changes resulting from year-end adjustments and accruals. (c) Within 90 days after the end of each Fiscal Year, an audited balance sheet of Owner its Subsidiaries as of the end of such month, setting forth in each case in comparative form (i) the corresponding figures for the corresponding period of the preceding fiscal year for the Company and audited statements each of income its Subsidiaries, as the case may be, and of changes (ii) the corresponding figures for the corresponding period set forth in cash flow of Owner for such year, including comparisons to the prior year, prepared in accordance with GAAP consistently applied. Owner’s annual financial statements shall be certified by a nationally or regionally recognized accounting firm selected by the Owner Management Committee. (d) No later than 30 days prior to the start of each new Fiscal Year, projections and a proposed budget for such new Fiscal YearPresentation, all in reasonable detail and prepared on in accordance with GAAP (except for normal year end adjustments and the absence of footnotes). (c) No later than thirty (30) days prior to the commencement of each fiscal year consolidated capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its Subsidiaries in respect of such fiscal year; provided, however, that all such budgets, projections and revisions shall be subject to the prior approval of a monthly basismajority of the Board of Directors of the Company; (d) At the time of delivery of each annual statement, a certificate, executed by either the president or chief financial officer of the Company stating (i) that such officer has caused this Agreement to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or, if such officer has such knowledge, specifying such default, and promptly after (ii) with respect to the preparation thereofdelivery of annual statements, any revisions a statement as to such projectionsthe then conversion value of the Purchased Shares and the number of Conversion Shares into which each share of Series C Preferred Stock may then be converted. (e) As promptly as practicablePromptly upon receipt thereof and review by the Company's Board of Directors, any written report, so called "management letter," and any other communication submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (f) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or written assertion of noncompliance by Owner with governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or any Applicable Law or Facility Document which Subsidiary which, if successful, could reasonably be expected to result in have a material adverse effect on the Company and its Subsidiaries, taken as a whole; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (g) Promptly upon sending, making available, or filing the same, all reports and financial statements which the Company (or any Subsidiary) shall send or make available generally to the shareholders of the Company as such or to the Commission; and (h) Such other information with regard to the business, assetsproperties or the condition or operations, condition (financial or other)otherwise, results of operations the Company or prospects of Owner. (f) Any other financial or other information available its Subsidiaries as any Member shall the Purchasers may from time to time reasonably request.

Accounts and Reports. Operator shall The Company will, and will cause each of its -------------------- Subsidiaries to, maintain a standard system of accounts in accordance with generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish or cause to be furnished to Owner and each Member Purchaser the following reports:information set forth in this Section 3.1. (a) Within 15 ninety (90) days after the end of each fiscal year, a copy of the consolidated and consolidating balance sheet of the Company and its Subsidiaries as at the end of such year, together with consolidated and consolidating statements of income, shareholders' equity and cash flow of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and duly certified by an independent public accountant of national recognition selected by the Board of Directors of the Company and reasonably acceptable to Purchasers. (b) Within thirty (30) days after the end of each calendar month, a report, in form preliminary consolidated and substance reasonable satisfactory to Owner, containing (i) a summary of the operations and the financial results of operations during such month (or, prior to the commencement of operation of the Facility, a summary of the construction or testing progress during such month, in each case together with a comparison to the schedule for construction and testing contemplated by the EPC Contract), and (ii) a table of the actual O&M Costs during such month compared to the then current Annual O&M Budget. (b) Within 45 days after the end of each calendar quarter, (i) an unaudited consolidating balance sheet of Owner the Company and its Subsidiaries as at of the end of such month and unaudited preliminary consolidated and consolidating statements of income income, shareholders' equity and of changes in cash flow of Owner for such quarter month and for the year-to-date period ended on commencing at the last day end of the previous fiscal year and ending with the end of such quartermonth, setting forth in each case prepared in accordance with GAAP consistently applied and setting forth in comparative form Owner’s financial statements the corresponding figures for the corresponding periods for period of the prior Fiscal Yearpreceding fiscal year, if any. Such quarterly financial statements shall be certified on behalf of Operator by the chief financial officer of Operator stating that, to the best of his or her knowledge, such statements are consistent with the books and records of Owner, have been prepared all in accordance with GAAP consistently applied (except as noted and other than as stated in the accompanying notes) and fairly present the financial condition of Owner at the date thereof and for the periods covered thereby, subject to changes resulting from year-end adjustments and accrualsreasonable detail. (c) Within 90 days after At the end time of delivery of each Fiscal Yearmonthly and annual statement, an audited balance sheet of Owner as a certificate, executed by the either the president or chief financial officer of the end Company stating (i) that such officer has caused this Agreement and the terms of the Preferred Stock to be reviewed and has no knowledge of any default by the Company or any Subsidiary in the performance or observance of any of the provisions of this Agreement or such year Preferred Stock or, if such officer has such knowledge, specifying such default, and audited statements of income and of changes in cash flow of Owner for such year, including comparisons (ii) with respect to the prior yeardelivery of annual statements, prepared in accordance with GAAP consistently applied. Owner’s annual financial statements shall a statement as to the then Applicable Conversion Value of the Series A Preferred Stock and the number of Conversion Shares into which each share of Series A Preferred Stock may then be certified by a nationally or regionally recognized accounting firm selected by the Owner Management Committeeconverted. (d) No later than 30 days prior Prior to the start end of each new Fiscal Yearfiscal year, projections a copy of the operating plan and a proposed budget for such new Fiscal Yearthe next fiscal year required under Section 3.8, all in reasonable detail and prepared on a monthly basis, and promptly after the preparation thereof, any revisions to such projectionsform consistent with good business practice. (e) As promptly as practicablePromptly upon receipt thereof, any written report, so called "management letter", and any other communication submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and its Subsidiaries; (f) Promptly after the commencement thereof, notice of (i) all actions, suits and proceedings before any court or written assertion of noncompliance by Owner with governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company (or any Applicable Law or Facility Document which Subsidiary) which, if successful, could reasonably be expected to result in have a material adverse effect on the Company and its Subsidiaries, taken as a whole; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed (unless waived or cured within applicable grace periods); (g) Promptly upon sending, making available, or filing the same, all reports and financial statements as the Company (or any Subsidiary) shall send or make available generally to the shareholders of the Company as such or to the Commission; and (h) Such other information with regard to the business, assetsproperties or the condition or operations, condition (financial or other)otherwise, results of operations the Company or prospects of Owner. (f) Any other financial or other information available its Subsidiaries as any Member shall the Purchaser may from time to time reasonably request.