Common use of Annual Financial Statements and Information; Certificate of No Default Clause in Contracts

Annual Financial Statements and Information; Certificate of No Default. Within ninety (90) days after the end of each fiscal year of the Borrowers, the audited balance sheet of the Parent as at the end of such year and the related audited statements of income and retained earnings and related audited statements of cash flows for such year, all of which shall be on a consolidated (and consolidating by segment) basis with the Parent’s consolidated Restricted Subsidiaries, which financial statements shall set forth in comparative form such figures as at the end of and for the previous year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall be without (A) a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require a material adjustment to such item), stating that such financial statements are prepared in all material respects in accordance with GAAP, and present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated Restricted Subsidiaries as at the end of such year without any explanatory paragraphs, together with a statement of such accountants of the Parent certifying that no Default or Event of Default, including, without limitation, any Default or Event of Default under the Financial Covenant, was detected during the examination of the Parent and its consolidated Restricted Subsidiaries.

Annual Financial Statements and Information; Certificate of No Default. Within ninety (90) days after the end of each fiscal year of the Borrowers, the audited consolidated balance sheet of the Parent as at the end of such year Borrower and its Subsidiaries and the related audited consolidated statements of income and retained earnings operations and related audited consolidated statements of cash flows of the Borrower and its Subsidiaries for such year, all of which shall be on a consolidated (fiscal year and consolidating by segment) basis with the Parent’s consolidated Restricted Subsidiaries, which financial statements shall set forth in comparative form such figures as at of the end of and for the previous fiscal year, all in reasonable detail (which shall include a management analysis of the Borrower and its Subsidiaries), and in each case prepared in accordance with GAAP throughout the periods involved and shall be accompanied certified by an unqualified opinion of independent certified public accountants of recognized national standing reasonably satisfactory to which certification shall (a) be accompanied by the Administrative Agent (which opinion shall be of such accountants without (A) a “going concern” or like qualification or exception, (B) any qualification reservation or exception as to the scope of such their audit, or (Cb) any qualification which relates to state that the treatment or classification of any item and whichexamination by such accountants in connection with the financial statements has been made in accordance with generally accepted auditing standards, as a condition to (c) include the removal opinion of such qualification, would require a material adjustment to such item), stating accountants that such financial statements are have been prepared in all material respects in accordance with GAAP, except as otherwise specified in such opinion, and present fairly (d) stating that, in all material respects in accordance with GAAP making the examination necessary for their audit of the financial position statements of the Parent Borrower for such year, nothing came to their attention of a financial or accounting nature that caused them to believe that the Borrower was not in compliance with the terms, covenants, provisions or conditions of this Agreement, or that there shall have occurred any condition or event which would constitute a Default or, if so, specifying all such instances of non-compliance and its consolidated Restricted Subsidiaries as at the end of such year without any explanatory paragraphs, together with a statement of such accountants of the Parent certifying that no Default or Event of Default, including, without limitation, any Default or Event of Default under the Financial Covenant, was detected during the examination of the Parent nature and its consolidated Restricted Subsidiariesstatus thereof."

Annual Financial Statements and Information; Certificate of No Default. Within ninety (90) days after the end of each fiscal year of the BorrowersParent, the audited balance sheet of the Parent and its Subsidiaries as at the end of such year and the related audited statements of income and retained earnings and related audited statements of cash flows for such year, all of which shall be on a consolidated (and consolidating by segment) basis with the Parent’s consolidated Restricted Subsidiariesbasis, which financial statements shall set forth in comparative form such figures as at the end of and for the previous year, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall be without (A) a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require a material adjustment to such item)Agent, stating that such financial statements are have been prepared in all material respects in accordance with GAAPGAAP and fairly present the financial condition, results of operations and present fairly cash flows of Parent and its Subsidiaries in all material respects in accordance with GAAP the financial position of the Parent and its consolidated Restricted Subsidiaries as at the end of such year without respects, which opinion shall not be subject to any scope limitations or any “going concern” or like qualifications, exceptions or explanatory paragraphs, together with and which shall be accompanied by a statement of such accountants report setting forth management’s discussion and analysis of the Parent certifying that no Default or Event business of Default, including, without limitation, any Default or Event of Default under the Financial Covenant, was detected Borrower Parties and their Subsidiaries during such period and comparing such period against the corresponding period during the examination prior year. Each of the Parent and its consolidated Restricted Subsidiariesreports required pursuant to this Section 7.1 shall be deemed delivered if posted to the Borrower’s public web site.

Annual Financial Statements and Information; Certificate of No Default. Within ninety one hundred twenty (90120) days after the end of each fiscal calendar year of the Borrowers, the audited consolidated balance sheet of the Parent as at the end of such year Borrower and its Restricted Subsidiaries and the related audited consolidated statements of income and retained earnings operations and related audited consolidated statements of cash flows of the Borrower and its Restricted Subsidiaries for such year, all of which shall be on a consolidated (calendar year and consolidating by segment) basis with the Parent’s consolidated Restricted Subsidiaries, which financial statements shall set forth in comparative form such figures as at the end of and for the previous calendar year, all in reasonable detail, and in each case prepared in accordance with GAAP throughout the periods involved and shall be accompanied certified by an unqualified opinion of independent certified public accountants of recognized national standing reasonably satisfactory to which certification shall (a) be accompanied by the Administrative Agent (which opinion shall be of such accountants without (A) a “going concern” or like qualification or exception, (B) any qualification reservation or exception as to the scope of such their audit, or (Cb) any qualification which relates to state that the treatment or classification of any item and whichexamination by such accountants in connection with the financial statements has been made in accordance with generally accepted auditing standards, as a condition to (c) include the removal opinion of such qualification, would require a material adjustment to such item), stating accountants that such financial statements are have been prepared in all material respects in accordance with GAAP, except as otherwise specified in such opinion, (d) include an expression of their opinion that the computations by the Borrower in connection with the certificate delivered pursuant to Section 6.3 hereof show compliance with Sections 7.8, 7.9 and present fairly 7.10 hereof; and (e) stating that, in all material respects in accordance with GAAP making the examination necessary for their audit of the financial position statements of the Parent Borrower for such year, nothing came to their attention of a financial or accounting nature that caused them to believe that the Borrower was not in compliance with the terms, covenants, provisions or conditions of this Agreement, or that there shall have occurred any condition or event which would constitute a Default or, if so, specifying all such instances of non-compliance and its consolidated Restricted Subsidiaries as at the end of such year without any explanatory paragraphs, together with a statement of such accountants of the Parent certifying that no Default or Event of Default, including, without limitation, any Default or Event of Default under the Financial Covenant, was detected during the examination of the Parent nature and its consolidated Restricted Subsidiariesstatus thereof.

Annual Financial Statements and Information; Certificate of No Default. Within ninety (90) days after the end of each fiscal year of the Borrowers, the audited balance sheet of the Parent Borrowers and their Subsidiaries as at the end of such year and the related audited statements of income and retained earnings and related audited statements of cash flows for such year, all of which shall be on a consolidated (and consolidating by segment) basis with the Parent’s consolidated Restricted other Credit Parties, together with an unaudited consolidating balance sheet of Borrowers and their Subsidiaries as of the end of such year and the related unaudited consolidating profit and loss statement of the Borrowers and their Subsidiaries, which in the case of consolidated financial statements shall set forth in comparative form (i) such figures as at the end of and for the previous yearyear and (ii) as contained in Borrowers’ and their Subsidiaries’ projections and forecast delivered to the Administrative Agent on the Agreement Date or pursuant to Section 7.5(e) for such periods, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall be without (A) a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require a material adjustment to such item)Agent, stating that such audited financial statements are unqualified and prepared in all material respects in accordance with GAAP, without any “going concern” or like qualification, exception or explanation and present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated Restricted Subsidiaries without any qualification or exception as at the end to scope of such year without any explanatory paragraphsaudit, together with provided, however, that a statement conclusion by such Borrower’s independent certified public accountants auditors that such Borrower has a “material weakness” in the effectiveness of its internal controls over financial reporting shall not constitute a breach of this Section 6.4 unless such accountants of the Parent certifying that no Default or Event of Default, including, without limitation, any Default or Event of Default under the Financial Covenant, was detected during the examination of the Parent and its consolidated Restricted Subsidiariespurported weakness could reasonably be expected to result in a Materially Adverse Effect.

Annual Financial Statements and Information; Certificate of No Default. Within ninety (90) days after the end of each fiscal year of the Borrowers, the audited balance sheet of the Parent Borrowers and their Subsidiaries as at the end of such year and the related audited statements of income and retained earnings and related audited statements of cash flows for such year, all of which shall be on a consolidated (and consolidating by segment) basis with the Parent’s consolidated Restricted other Credit Parties, together with an unaudited consolidating balance sheet of Borrowers and their Subsidiaries as of the end of such year and the related unaudited consolidating profit and loss statement of the Borrowers and their Subsidiaries, which in the case of consolidated financial statements shall set forth in comparative form (i) such figures as at the end of and for the previous yearyear and (ii) as contained in Borrowers’ and their Subsidiaries’ projections and forecast delivered to the Administrative Agent on the Agreement Date or pursuant to Section 7.5(e) for such periods, and shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall be without (A) a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require a material adjustment to such item)Agent, stating that such audited financial statements are unqualified and prepared in all material respects in accordance with GAAP, without any “going concern” or like qualification, exception or explanation and present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated Restricted Subsidiaries without any qualification or exception as at the end to scope of such year without any explanatory paragraphsaudit, together with provided, however, that a statement conclusion by such Borrower’s independent certified public accountants auditors that such Borrower has a "material weakness" in the effectiveness of its internal controls over financial reporting shall not constitute a breach of this Section 6.4 unless such accountants of the Parent certifying that no Default or Event of Default, including, without limitation, any Default or Event of Default under the Financial Covenant, was detected during the examination of the Parent and its consolidated Restricted Subsidiariespurported weakness could reasonably be expected to result in a Materially Adverse Effect.