Common use of Borrower Financial Statements Clause in Contracts

Borrower Financial Statements. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, a consolidated balance sheet and the related consolidated statement of operations of the Borrower and its Subsidiaries as at the end of such fiscal year, in each case in form and substance used in the preparation of the consolidating financial statements of the Company and, with respect to the statement of operations, in comparative form, the corresponding figures for the corresponding periods of the previous fiscal year, certified by a Financial Officer of the Borrower as fairly presenting the consolidated financial position of the Borrower as of the dates indicated and the results of their operations for the months indicated in accordance with GAAP, subject to normal year-end adjustments but without certain footnote disclosures required by GAAP. (ii) Company Financial Statements. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (i) an audited consolidated balance sheet and the related consolidated statements of operations and cash flow of the Company and its Subsidiaries on Form 10-K as at the end of such fiscal year and a report setting forth in comparative form the corresponding figures from the consolidated financial statements of the Company and its Subsidiaries for the prior fiscal year; (ii) a report with respect thereto of Coopers & Lybrand LLP or other nationally recognized xxxxxxxdent certified public accountants acceptable to the Lender, which report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the consolidated results of its operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Coopers & Lybrand LLP or any such other independent cxxxxxxxd public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the financial statements) (which report shall be subject to the confidentiality limitations set forth herein); and (iii) in the event that the report referred to in clause (ii) above is qualified, a copy of the management letter or any similar report delivered to the Company or to any officer or employee thereof by such independent certified public accountants in connection with such financial statements. The Lender may, with the consent of the Company (which consent shall not be unreasonably withheld), communicate directly with such accountants, with any such communication to occur together with a representative of the Company, at the 45

Borrower Financial Statements. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, a consolidated balance sheet and the related consolidated statement of operations of the Borrower and its Subsidiaries as at the end of such fiscal year, in each case in form and substance used in the preparation of the consolidating The financial statements of Borrower included in the Company andBorrower’s Reports (including the related notes, with respect to where applicable) (i) have been prepared from, and are in accordance with, the statement books and records of Borrower; (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in comparative form, the corresponding figures for the corresponding periods of the previous fiscal year, certified by a Financial Officer of the Borrower as fairly presenting the stockholders’ equity and consolidated financial position of Borrower, for the Borrower respective fiscal periods or as of the respective dates indicated therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and the results amount); (iii) complied as to form, as of their operations for respective dates of filing with the months indicated SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, subject to normal year-end adjustments but without certain footnote disclosures required by GAAPexcept, in each case, as indicated in such statements or in the notes thereto. (ii) Company Financial Statements. As soon as practicableThe books and records of Borrower have been, and are being, maintained in all material respects in accordance with GAAP and any event within ninety other applicable legal and accounting requirements and reflect only actual transactions. Xxxxx Xxxxxx Xxxxxxx LLP has served as independent registered public accountant for Borrower, for all periods covered in the Borrower Reports. Borrower does not have any material liability of any nature whatsoever (90) days after whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the end of each fiscal year, (i) an audited consolidated balance sheet and the related consolidated statements of operations and cash flow of the Company and Borrower included in its Subsidiaries Quarterly Report on Form 10-K as at the end of such fiscal year and a report setting forth in comparative form the corresponding figures from the consolidated financial statements of the Company and its Subsidiaries Q for the prior fiscal year; quarterly period ended June 30, 2013 (iiincluding any notes thereto) a report and for liabilities incurred in the ordinary course of business consistent with respect thereto past practice since June 30, 2013 or in connection with this Agreement and the transactions contemplated hereby. In addition, Borrower has made available to Lenders its Consolidated Financial Statements for Holding Companies on Form FR Y-9C as of Coopers & Lybrand LLP or other nationally recognized xxxxxxxdent certified public accountants acceptable to and for the Lenderperiod ended June 30, which report shall be unqualified and shall state that such financial statements 2013 (the “Y-9C”). The Y-9C presents fairly present the in all material respects Borrower’s consolidated financial position of the Company and its Subsidiaries as at the dates indicated date thereof and the consolidated results of its operations and cash flow flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Coopers & Lybrand LLP or any such other independent cxxxxxxxd public accountantsperiod then ended, if applicable, shall concur and which shall have been disclosed in the notes to the financial statements) (which report shall be subject to the confidentiality limitations set forth herein); and (iii) in the event that the report referred to in clause (ii) above is qualified, a copy of the management letter or any similar report delivered to the Company or to any officer or employee thereof by such independent certified public accountants in connection with such financial statements. The Lender may, with the consent of the Company (which consent shall not be unreasonably withheld), communicate directly with such accountants, with any such communication to occur together with a representative of the Company, at the 45normal recurring year-end adjustments.

Borrower Financial Statements. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, a consolidated balance sheet and the related consolidated statement of operations of the Borrower and its Subsidiaries as at the end of such fiscal year, in each case in form and substance used in the preparation of the consolidating The financial statements of Borrower included in the Company andBorrower Reports (including the related notes, with respect to where applicable) (a) have been prepared from, and are in accordance with, the statement books and records of Borrower; (b) fairly present in all material respects the consolidated results of operations, cash flows, changes in comparative form, the corresponding figures for the corresponding periods of the previous fiscal year, certified by a Financial Officer of the Borrower as fairly presenting the shareholders’ equity and consolidated financial position of Borrower, for the Borrower respective fiscal periods or as of the respective dates indicated therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and the results amount); (c) complied as to form, as of their operations for respective dates of filing with the months indicated SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, as applicable, with respect thereto; and (d) have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, subject to normal year-end adjustments but without certain footnote disclosures required by GAAP. (ii) Company Financial Statements. As soon as practicableexcept, and in any event within ninety (90) days after the end of each fiscal yearcase, (i) an audited as indicated in such statements or in the notes thereto, (ii) for any statement therein or omission therefrom which were corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Borrower Report filed prior to the date hereof, and (iii) to the extent that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The books and records of Borrower have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. KPMG LLP has served as independent registered public accountant for Borrower for all periods covered in the Borrower Reports. Borrower does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet and the related consolidated statements of operations and cash flow of the Company and its Subsidiaries Borrower included in Quarterly Report on Form 10-K as at the end of such fiscal year and a report setting forth in comparative form the corresponding figures from the consolidated financial statements of the Company and its Subsidiaries Q for the prior fiscal year; quarterly period ended June 30, 2014 (iiincluding any notes thereto) a report with respect thereto and for liabilities incurred in the ordinary course of Coopers & Lybrand LLP or other nationally recognized xxxxxxxdent certified public accountants acceptable to the Lender, which report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the consolidated results of its operations and cash flow for the periods indicated in conformity with GAAP applied on a basis business consistent with prior years (except for changes with which Coopers & Lybrand LLP past practice since June 30, 2014 or any such other independent cxxxxxxxd public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the financial statements) (which report shall be subject to the confidentiality limitations set forth herein); and (iii) in the event that the report referred to in clause (ii) above is qualified, a copy of the management letter or any similar report delivered to the Company or to any officer or employee thereof by such independent certified public accountants in connection with such financial statements. The Lender may, with this Agreement and the consent of the Company (which consent shall not be unreasonably withheld), communicate directly with such accountants, with any such communication to occur together with a representative of the Company, at the 45transactions contemplated hereby.

Borrower Financial Statements. As soon as practicable, and in any event within ninety The Company heretofore has provided to the Lenders (90i) days after the end of each fiscal year, a consolidated balance sheet of the Company and its Subsidiaries (excluding U.S. Home and its Subsidiaries) as of November 30, 1999, and the related consolidated statement statements of operations earnings, stockholders' equity and cash flows for the 12-month period ended on that date, audited and reported upon by Deloitte & Touche, independent certified public accountants (the "Company Audited Financial Statements"), and (ii) the consolidated balance sheet of the Borrower Company as of February 29, 2000, and the consolidated statements of earnings and cash flows of the Company and its Subsidiaries as at the end of such fiscal year, in each case in form (excluding U.S. Home and substance used in the preparation of the consolidating financial statements of the Company and, with respect to the statement of operations, in comparative form, the corresponding figures its Subsidiaries) for the corresponding periods of the previous fiscal yearthree-month period ended on that date, unaudited but certified by a Financial Officer of the Borrower as fairly presenting the consolidated financial position of the Borrower as of the dates indicated to be true and the results of their operations for the months indicated in accordance with GAAP, accurate (subject to normal year-end adjustments but without certain footnote disclosures required audit adjustments) by GAAP. the President and an Authorized Financial Officer of the Company (ii) the "Company Unaudited Financial Statements"). As soon as practicableThose financial statements and reports (subject, and in any event within ninety (90) days after the case of the Company Unaudited Financial Statements, to normal year-end of each fiscal yearaudit adjustments), (i) an audited consolidated balance sheet and the related notes and schedules (if any), (a) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, (b) present fairly the consolidated statements of operations and cash flow financial condition of the Company and its Subsidiaries on Form 10-K (excluding U.S. Home and its Subsidiaries) as at of the end of such fiscal year and a report setting forth in comparative form the corresponding figures from the consolidated financial statements date thereof, (c) show all material liabilities, direct or contingent, of the Company and its Subsidiaries (excluding U.S. Home and its Subsidiaries) as of that date (including, without limitation, liabilities for the prior fiscal year; taxes and material commitments), and (iid) a report with respect thereto of Coopers & Lybrand LLP or other nationally recognized xxxxxxxdent certified public accountants acceptable to the Lender, which report shall be unqualified and shall state that such financial statements present fairly present the consolidated financial position shareholders' equity, results of operations and cash flows of the Company and its Subsidiaries as (excluding U.S. Home and its Subsidiaries) at the dates indicated date and the consolidated results of its operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Coopers & Lybrand LLP or any such other independent cxxxxxxxd public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the financial statements) (which report shall be subject to the confidentiality limitations set forth herein); and (iii) in the event that the report referred to in clause (ii) above is qualified, a copy of the management letter or any similar report delivered to the Company or to any officer or employee thereof by such independent certified public accountants in connection with such financial statements. The Lender may, with the consent of the Company (which consent shall not be unreasonably withheld), communicate directly with such accountants, with any such communication to occur together with a representative of the Company, at the 45period covered thereby.

Borrower Financial Statements. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, a consolidated balance sheet and the related consolidated statement of operations of the Borrower and its Subsidiaries as at the end of such fiscal year, in each case in form and substance used in the preparation of the consolidating The financial statements of Borrower included in the Company andBorrower Reports (including the related notes, with respect to where applicable) (a) have been prepared from, and are in accordance with, the statement books and records of Borrower; (b) fairly present in all material respects the consolidated results of operations, cash flows, changes in comparative form, the corresponding figures for the corresponding periods of the previous fiscal year, certified by a Financial Officer of the Borrower as fairly presenting the shareholders’ equity and consolidated financial position of Borrower, for the Borrower respective fiscal periods or as of the respective dates indicated therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and the results amount); (c) complied as to form, as of their operations for respective dates of filing with the months indicated SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, as applicable, with respect thereto; and (d) have been prepared in accordance with GAAPGAAP consistently applied during the periods involved, subject to normal year-end adjustments but without certain footnote disclosures required by GAAP. (ii) Company Financial Statements. As soon as practicableexcept, and in any event within ninety (90) days after the end of each fiscal yearcase, (i) an audited as indicated in such statements or in the notes thereto, (ii) for any statement therein or omission therefrom which were corrected, amended or supplemented or otherwise disclosed or updated in a subsequent Borrower Report filed prior to the date hereof, and (iii) to the extent that any unaudited interim financial statements do not contain the footnotes required by GAAP, and were or are subject to normal and recurring year end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. The books and records of Borrower have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. KPMG LLP has served as independent registered public accountant for Borrower for all periods covered in the Borrower Reports. Borrower does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet and the related consolidated statements of operations and cash flow of the Company and its Subsidiaries Borrower included in Quarterly Report on Form 10-K as at the end of such fiscal year and a report setting forth in comparative form the corresponding figures from the consolidated financial statements of the Company and its Subsidiaries Q for the prior fiscal year; quarterly period ended June 30, 2014 (iiincluding any notes thereto) a report with respect thereto and for liabilities incurred in the ordinary course of Coopers & Lybrand LLP or other nationally recognized xxxxxxxdent certified public accountants acceptable to the Lender, which report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the consolidated results of its operations and cash flow for the periods indicated in conformity with GAAP applied on a basis business consistent with prior years (except for changes with which Coopers & Lybrand LLP past practice since June 30, 2014 or any such other independent cxxxxxxxd public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the financial statements) (which report shall be subject to the confidentiality limitations set forth herein); and (iii) in the event that the report referred to in clause (ii) above is qualified, a copy of the management letter or any similar report delivered to the Company or to any officer or employee thereof by such independent certified public accountants in connection with such financial statementsthis Agreement and the transactions contemplated hereby. The Lender may, with the consent of the Company (which consent shall not be unreasonably withheld), communicate directly with such accountants, with any such communication to occur together with a representative of the Company, at the 454.4.2.