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 the audited consolidated balance sheet of the Borrower and its Subsidiaries and the related audited consolidated statements of operations and related audited consolidated statements of cash flows of the Borrower and its Subsidiaries for such fiscal year and set forth in comparative form such figures as 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 certified by independent certified public accountants of recognized national standing which certification shall (a) be accompanied by the opinion of such accountants without reservation or exception as to the scope of their audit, (b) state that the examination by such accountants in connection with the financial statements has been made in accordance with generally accepted auditing standards, (c) include the opinion of such accountants that such financial statements have been prepared in accordance with GAAP, except as otherwise specified in such opinion, and (d) stating that, in making the examination necessary for their audit of the financial statements of the 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 the nature and status 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 consolidated balance sheet of the Borrower and its Subsidiaries Parent as at the end of such year and the related audited consolidated statements of operations income and retained earnings and related audited consolidated statements of cash flows of the Borrower and its Subsidiaries for such fiscal year 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 of at 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 certified accompanied by an unqualified opinion of independent certified public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which certification opinion shall be without (aA) be accompanied by the opinion of such accountants without reservation a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of their such audit, or (bC) state that any qualification which relates to the examination by such accountants in connection with treatment or classification of any item and which, as a condition to the financial statements has been made in accordance with generally accepted auditing standards, (c) include the opinion removal of such accountants qualification, would require a material adjustment to such item), stating that such financial statements have been are prepared in all material respects in accordance with GAAP, except and present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated Restricted Subsidiaries as otherwise specified in at the end of such opinionyear without any explanatory paragraphs, and (d) stating thattogether with a statement of such accountants of the Parent certifying that no Default or Event of Default, in making including, without limitation, any Default or Event of Default under the Financial Covenant, was detected during the examination necessary for their audit of the financial statements of the 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 Parent and the nature and status thereofits 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 Borrowers and their Subsidiaries as at the Borrower and its Subsidiaries end of such year and the related audited consolidated statements of operations income and retained earnings and related audited consolidated statements of cash flows for such year, all of which shall be on a consolidated basis with the other Credit Parties, together with an unaudited consolidating balance sheet of Borrowers and their Subsidiaries as of the Borrower and its Subsidiaries for end of such fiscal 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 of at the end of and for the previous fiscal 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, 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 certified accompanied by an opinion of independent certified public accountants of recognized national standing which certification shall (a) be accompanied by the opinion of such accountants without reservation or exception as satisfactory to the scope of their auditAdministrative Agent, (b) state stating that the examination by such accountants in connection with the audited financial statements has been made are unqualified and prepared in accordance with generally accepted auditing standards, (c) include the opinion of such accountants that such financial statements have been prepared all material respects in accordance with GAAP, except without any “going concern” or like qualification, exception or explanation and without any qualification or exception as otherwise specified to scope of such audit, provided, however, that a conclusion by such Borrower’s independent certified public accountants auditors that such Borrower has a “material weakness” in such opinion, and (d) stating that, in making the examination necessary for their audit effectiveness of the its internal controls over financial statements of the Borrower for such year, nothing came to their attention of reporting shall not constitute a financial or accounting nature that caused them to believe that the Borrower was not in compliance with the terms, covenants, provisions or conditions breach of this Agreement, or that there shall have occurred any condition or event which would constitute Section 6.4 unless such the purported weakness could reasonably be expected to result in a Default or, if so, specifying all such instances of non-compliance and the nature and status thereofMaterially 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 consolidated balance sheet of Borrowers and their Subsidiaries as at the Borrower and its Subsidiaries end of such year and the related audited consolidated statements of operations income and retained earnings and related audited consolidated statements of cash flows for such year, all of which shall be on a consolidated basis with the other Credit Parties, together with an unaudited consolidating balance sheet of Borrowers and their Subsidiaries as of the Borrower and its Subsidiaries for end of such fiscal 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 of at the end of and for the previous fiscal 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, 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 certified accompanied by an opinion of independent certified public accountants of recognized national standing which certification shall (a) be accompanied by the opinion of such accountants without reservation or exception as satisfactory to the scope of their auditAdministrative Agent, (b) state stating that the examination by such accountants in connection with the audited financial statements has been made are unqualified and prepared in accordance with generally accepted auditing standards, (c) include the opinion of such accountants that such financial statements have been prepared all material respects in accordance with GAAP, except without any “going concern” or like qualification, exception or explanation and without any qualification or exception as otherwise specified to scope of such audit, provided, however, that a conclusion by such Borrower’s independent certified public accountants auditors that such Borrower has a "material weakness" in such opinion, and (d) stating that, in making the examination necessary for their audit effectiveness of the its internal controls over financial statements of the Borrower for such year, nothing came to their attention of reporting shall not constitute a financial or accounting nature that caused them to believe that the Borrower was not in compliance with the terms, covenants, provisions or conditions breach of this Agreement, or that there shall have occurred any condition or event which would constitute Section 6.4 unless such the purported weakness could reasonably be expected to result in a Default or, if so, specifying all such instances of non-compliance and the nature and status thereofMaterially Adverse Effect."