Common use of Annual Audited Financials Clause in Contracts

Annual Audited Financials. To Administrative Agent and Lenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year which Financial Statements shall be prepared in accordance with GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a Compliance Certificate with respect to each of the financial covenants set forth on Annex B, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period; (ii) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated basis, as at the end of such year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent and Lenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year Year, which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a Compliance Certificate statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to each the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm’s certification of such audited Financial Statements, (iv) the financial covenants set forth on Annex Bannual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period; and (iiv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and consolidating basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent and LendersLessors, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements financial statements for Borrower Holdings and its Subsidiaries on a consolidated and (unaudited) consolidating basisbasis (on the following bases: on a consolidated basis as to Holdings and all of its Subsidiaries, on a consolidated basis (unaudited) as to Holdings' foreign Subsidiaries located in each of Asia and Europe, and on a consolidating basis as to Holdings and its domestic Subsidiaries and as to foreign Subsidiaries located in Asia and Europe), consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year (in the case of consolidated financial statements), which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) the annual letters to accountants, which shall be a Compliance Certificate nationally recognized accounting firm, in connection with respect to each of the financial covenants set forth on Annex Btheir audit examination detailing contingent liabilities and material litigation matters, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period; and (ii) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Holdings that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Holdings and its Subsidiaries on a consolidated basisand consolidating basis (provided, however, that the consolidating financial statements and the consolidated financial statements as to Holdings' Subsidiaries located in each of Asia and Europe may not be prepared in accordance with GAAP), as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent, Canadian Agent and Lenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Holdings and its Subsidiaries on a consolidated and consolidating (unaudited) separate basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year Year, which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a Compliance Certificate statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to each the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself, Canadian Agent and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent, Canadian Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the financial covenants set forth on Annex Bannual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period; and (iiv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Holdings and its Subsidiaries that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Holdings and its Subsidiaries on a consolidated and separate basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent, Canadian Agent and Lenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Holdings and its Subsidiaries on a consolidated and consolidating (unaudited) separate basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year Year, which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a Compliance Certificate statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to each the existence of Defaults or Events of Default, (iii) if available, a letter addressed to Agent, on behalf of itself, Canadian Agent and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent, Canadian Agent and Lenders are entitled to rely upon such accounting firm’s certification of such audited Financial Statements, (iv) the financial covenants set forth on Annex Bannual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period; and (iiv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Holdings and its Subsidiaries that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Holdings and its Subsidiaries on a consolidated and separate basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent and Lenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year Year, which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a Compliance Certificate statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to each the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the financial covenants set forth on Annex Bannual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period; and (iiv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and consolidating basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent and Lenders, within Within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Intermediate Parent and its Subsidiaries on a consolidated and (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year Year, which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative AgentLender. Such Financial Statements shall be accompanied by (i) a Compliance Certificate statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to each the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the financial covenants set forth on Annex Bexistence of Defaults or Events of Default, accompanied by a supplemental report of each Subsidiaries’ EBITDA for (iii) the annual letters to such period; accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iiiv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Intermediate Parent that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Intermediate Parent and its Subsidiaries on a consolidated and consolidating basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent and Lenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Holdings and its Subsidiaries on a consolidated and (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year Year, which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a Compliance Certificate statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to each the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm’s certification of such audited Financial Statements, (iv) the financial covenants set forth on Annex Bannual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period; and (iiv) the certification of the Chief Executive Officer or Chief Financial Officer Officer, or, in his absence, the Chief Accounting Officer, of Borrower Holdings that all such Financial Statements present fairly in all material respects in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Holdings and its Subsidiaries on a consolidated and consolidating basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent and Lenders, within ninety the earlier to occur of (90i) the date which is one hundred twenty (120) days after the end of each Fiscal YearYear or (ii) the date required for filing by the SEC or other applicable securities exchange, as applicable, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year Year, which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an Xxxx, Xxxxxx & Xxxxx LLP or another independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a Compliance Certificate statement prepared in reasonable detail showing the calculations used in determining compliance with respect to each of the financial covenants set forth on Annex BFinancial Covenants, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period; (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred during such period (or specifying those Defaults and Events of Default that they became aware of), (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm’s certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (v) the certification of the Chief Executive Officer or Chief Financial Officer (or other similar officer) of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent and Lenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and their Subsidiaries on a consolidated and (unaudited) consolidating basis and BPI and its Subsidiaries on a consolidated and consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year Year, which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a Compliance Certificate statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to each the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the financial covenants set forth on Annex Bannual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period; and (iiv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and consolidating basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent and Lenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year Year, which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a Compliance Certificate statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to each the existence of Defaults or Events of Default, (iii) to the financial covenants set forth extent available, a letter addressed to Agent, on Annex Bbehalf of itself and Lenders, accompanied in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by a supplemental report nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of each Subsidiaries’ EBITDA for such period; audited Financial Statements, (iiiv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (v) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and consolidating basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.

Annual Audited Financials. To Administrative Agent Agents and Lenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year Year, which Financial Statements shall be prepared in accordance with GAAP, GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a Compliance Certificate statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to each the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the financial covenants set forth on Annex Bannual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, accompanied by a supplemental report of each Subsidiaries’ EBITDA for such period; and (iiv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and consolidating basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iii) a letter from the Chief Financial Officer of Borrower addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the operating plan for such Fiscal Year.