Annual Financial Statements Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);
Financial Statements (a) The financial statements of Parent included in the Original Offering Circular and Parent’s consolidated financial statements for the two (2) month period ended February 28, 2007 (collectively, the “Parent Financial Statements”) have been prepared in accordance with GAAP applied (except as may be indicated in the notes thereto) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and present fairly in all material respects the financial condition and results of operations of Parent as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, to normal and recurring year-end adjustments, which will not be material). The Parent Financial Statements do not contain any material items of a special or nonrecurring nature, except as expressly stated therein. (b) The Parent Financial Statements have been prepared from, and in accordance with, the books and records of Parent, which have been, and are being, kept and maintained in accordance with Parent’s normal and customary practices and applicable material legal and accounting requirements. (c) Parent has no material Liabilities, except: (i) Liabilities accrued or reserved for in the Parent Financial Statements; (ii) Liabilities described in the Original Offering Circular; (iii) Liabilities incurred since the latest balance sheet date in the ordinary course of business consistent with past practice; or (iv) obligations of Parent pursuant to this Agreement; provided, that all Liabilities of the type described in clauses (iii) or (iv) above would not, individually or in the aggregate, result in a Parent Material Adverse Effect, and none of the Liabilities described in clause (iii) results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, tort, breach of warranty, infringement or violation of Law.