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

Annual Financial Statements and Information; Certificate of No Default. On or before each applicable Financial Statements Delivery Date, with respect to each fiscal year of the Borrower a copy of the audited consolidated balance sheets, and the related audited consolidated statements of operations, equity and cash flows of the Rainbow Group, setting forth the financial information of the Rainbow Group as at the end of the fiscal year then ended, and setting forth, in the case of the statements of operations, the financial performance of AMC, WE and IFC and (by programming segment) by footnote, as at the end of the fiscal year then ended. All of the foregoing financial statements shall set forth in comparative form such figures for the same period for the prior fiscal year and, with respect to the audited financial statements, shall be accompanied by an opinion of KPMG LLP or a firm of independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Majority Lenders, together with a statement of such accountants certifying that no Default or Event of Default under the Financial Covenants was detected during the examination of the Rainbow Group and that such accountants have authorized the Borrower to deliver such financial statements and opinion thereon to the Credit Parties pursuant to this Agreement.

Annual Financial Statements and Information; Certificate of No Default. On or before each applicable Financial Statements Delivery Date, with respect to each fiscal year of the Borrower Borrowers, a copy of (a) the audited consolidated combined balance sheetssheet, and the related audited consolidated combined statements of operationsincome, equity retained earnings and cash flows flows, of the Rainbow Group, setting forth the financial information of the Rainbow Group Borrower Parties as at the end of the fiscal year then ended, and setting forth(b) the unaudited combining balance sheet, in and the case related unaudited combining statements of income, retained earnings and cash flows, of the statements of operations, the financial performance of AMC, WE and IFC and (by programming segment) by footnote, Borrower Parties as at the end of the fiscal year then ended. All of the foregoing , which financial statements shall set forth in comparative form such figures for the same period for the prior fiscal year and, with respect to the audited financial statements, and shall be accompanied by an opinion of KPMG LLP Peat Marwick or a firm of independent certified public accountants of recognized standing selected by the Borrower Borrowers and satisfactory to the Majority Lenders, together with a statement of such accountants certifying that no Default or Event of Default, including, without limitation, any Default under the Financial Covenants Sections 8.8, 8.9 and 8.10 hereof, was detected during the examination of the Rainbow Group Borrower Parties and that such accountants have authorized the Borrower Borrowers to deliver such financial statements and opinion thereon to the Credit Parties pursuant to this Agreement.

Annual Financial Statements and Information; Certificate of No Default. On or before each applicable Financial Statements Delivery Date, with respect to each fiscal year of the Borrower Borrowers, a copy of (a) the audited consolidated combined balance sheetssheet, and the related audited consolidated combined statements of operationsincome, equity retained earnings and cash flows flows, of the Rainbow Group, setting forth the financial information of the Rainbow Group Borrower Parties as at the end of the fiscal year then ended, and setting forth(ii) the unaudited combining balance sheet, in and the case related unaudited combining statements of income, retained earnings and cash flows, of the statements of operations, the financial performance of AMC, WE and IFC and (by programming segment) by footnote, Borrower Parties as at the end of the fiscal year then ended. All of the foregoing , which financial statements shall set forth in comparative form such figures for the same period for the prior fiscal year and, with respect to the audited financial statements, and shall be accompanied by an opinion of KPMG LLP Peat Marwick or a firm of independent certified public accountants of recognized standing selected by the Borrower Borrowers and satisfactory to the Majority Lenders, together with a statement of such accountants certifying that no Default or Event of Default, including, without limitation, any Default under the Financial Covenants Sections 8.8, 8.9 and 8.10 hereof, was detected during the examination of the Rainbow Group Borrower Parties and that such accountants have authorized the Borrower Borrowers to deliver such financial statements and opinion thereon to the Credit Parties pursuant to this Agreement.

Annual Financial Statements and Information; Certificate of No Default. On or before each applicable Financial Statements Delivery Date, with respect to each fiscal year of the Borrower a copy of the audited consolidated balance sheets, and the related audited consolidated statements of operations, equity and cash flows of the Rainbow Group, setting forth the financial information of the Rainbow Group as at the end of the fiscal year then ended, and setting forth, in the case of the 77 statements of operations, the financial performance of AMC, WE and IFC and (by programming segment) by footnote, as at the end of the fiscal year then ended. All of the foregoing financial statements shall set forth in comparative form such figures for the same period for the prior fiscal year and, with respect to the audited financial statements, shall be accompanied by an opinion of KPMG LLP or a firm of independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Majority Lenders, together with a statement of such accountants certifying that no Default or Event of Default under the Financial Covenants was detected during the examination of the Rainbow Group and that such accountants have authorized the Borrower to deliver such financial statements and opinion thereon to the Credit Parties pursuant to this Agreement.