Common use of Financial Statements; No Material Adverse Change Clause in Contracts

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 and the related audited combined consolidated statements of income, stockholders’ equity and changes in financial position for the fiscal year then ended, reported on by Deloitte Touche Tohmatsu, independent public accountants, and (ii) its unaudited combined consolidated balance sheet as of September 30, 2004, and the related combined consolidated statements of income and changes in financial position for the portion of the fiscal year then ended, all certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position of the Borrower and its consolidated Subsidiaries as of such dates and their results of operations and changes in financial position for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 2010 and the related audited combined consolidated statements of income, stockholders’ equity and changes in financial position cash flows for the fiscal year Fiscal Year then ended, reported on by Deloitte Touche TohmatsuPricewaterhouse Coopers LLP, independent public accountantsIndependent Registered Public Accounting Firm, and (ii) its unaudited combined consolidated balance sheet as of September 30March 31, 2004, 2011 and the related combined consolidated statements of income income, stockholders’ equity and changes in financial position cash flows for the Fiscal Quarter then ended and for the portion of the fiscal year Fiscal Year then ended, all certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position of the Borrower and its consolidated Subsidiaries as of such dates and their results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31September 30, 2003 2004 and the related audited combined consolidated statements of income, stockholders’ equity and changes in financial position cash flows for the fiscal year Fiscal Year then ended, reported on by Deloitte Touche TohmatsuErnst & Young LLP, independent public accountants, and (ii) its unaudited combined consolidated balance sheet sheets as of September 30December 31, 20042004 and March 31, 2005 and the related combined unaudited consolidated statements of income income, stockholders’ equity and changes in financial position cash flows for the portion Fiscal Quarters then ended and for the portions of the fiscal year Fiscal Year then ended, all certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position of the Borrower and its consolidated Subsidiaries as of such dates and their results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31September 30, 2003 and the related audited combined consolidated statements of income, stockholders’ equity and changes in financial position cash flows for the fiscal year Fiscal Year then ended, reported on by Deloitte Touche TohmatsuErnst & Young LLP, independent public accountants, and (ii) its unaudited combined consolidated balance sheet sheets as of September 30December 31, 20042003 and March 31, 2004 and the related combined unaudited consolidated statements of income income, stockholders’ equity and changes in financial position cash flows for the portion Fiscal Quarters then ended and for the portions of the fiscal year Fiscal Year then ended, all certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position of the Borrower and its consolidated Subsidiaries as of such dates and their results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 the Company and the Subsidiaries and the related audited combined consolidated statements of income, stockholders’ shareholders' equity and changes in financial position cash flows of the Company and the Subsidiaries (i) as at December 31, 2005, and for the fiscal year then ended, reported on which financial statements are accompanied by Deloitte Touche Tohmatsu, independent public accountantsthe report of PricewaterhouseCoopers LLC, and (ii) its unaudited combined consolidated balance sheet as of at April 1, July 1 and September 30, 20042006, and the related combined consolidated statements of income and changes in financial position for the portion fiscal quarters and the portions of the fiscal year then ended, all certified by its the Company's chief financial officer. Such financial statements , as heretofore furnished to the Lenders, fairly present fairly, in all material respects, respects the consolidated financial position condition of the Borrower Company and its consolidated the Subsidiaries as of at such dates and their consolidated results of operations operations, shareholders' equity and changes cash flows for the periods then ended in financial position for such periods in accordance conformity with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 the Company and the Subsidiaries and the related audited combined consolidated statements of income, stockholders’ shareholders' equity and changes in financial position cash flows of the Company and the Subsidiaries (i) as at December 31, 2003, and for the fiscal year then ended, reported on which financial statements are accompanied by Deloitte Touche Tohmatsu, independent public accountantsthe report of PricewaterhouseCoopers LLC, and (ii) its unaudited combined consolidated balance sheet as of September 30at April 3, July 3 and October 2, 2004, and the related combined consolidated statements of income and changes in financial position for the portion fiscal quarters and the portions of the fiscal year then ended, all certified by its the Company's chief financial officer. Such financial statements , as heretofore furnished to the Lenders, fairly present fairly, in all material respects, respects the consolidated financial position condition of the Borrower Company and its consolidated the Subsidiaries as of at such dates and their consolidated results of operations operations, shareholders' equity and changes cash flows for the periods then ended in financial position for such periods in accordance conformity with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) 6.1.4.1 The Borrower has heretofore furnished to the Lenders (i) its audited combined the consolidated balance sheet as of December 31, 2003 2017 of Holdings and the related audited combined consolidated statements of income, stockholders’ equity and changes in financial position cash flows for the fiscal year Fiscal Year then ended, reported on by Deloitte Touche TohmatsuPricewaterhouse Coopers LLP, independent public accountantsIndependent Registered Public Accounting Firm, and (ii) its unaudited combined consolidated balance sheet as of September 30, 2004, and the related combined consolidated statements of income income, stockholders’ equity and changes in financial position cash flows for each of the Fiscal Quarters then ended and for the portion of the fiscal year Fiscal Year then ended, all certified by its Holdings’ chief financial officer. Such financial statements present fairly, in all material respects, the financial position of the Borrower Holdings and its consolidated Subsidiaries as of such dates and their results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 2008 and the related audited combined consolidated statements of income, stockholders’ ' equity and changes in financial position cash flows for the fiscal year Fiscal Year then ended, reported on by Deloitte Touche TohmatsuPricewaterhouse Coopers LLP, independent public accountantsIndependent Registered Public Accounting Firm, and (ii) its unaudited combined consolidated balance sheet as of September 30, 2004, 2009 and the related combined consolidated statements of income income, stockholders' equity and changes in financial position cash flows for the Fiscal Quarter then ended and for the portion of the fiscal year Fiscal Year then ended, all certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position of the Borrower and its consolidated Subsidiaries as of such dates and their results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 the Company and the Subsidiaries and the related audited combined consolidated statements of income, stockholdersshareholders’ equity and changes in financial position cash flows of the Company and the Subsidiaries (i) as at December 31, 2012, and for the fiscal year then ended, reported on which financial statements are accompanied by Deloitte Touche Tohmatsu, independent public accountantsthe report of PricewaterhouseCoopers LLC, and (ii) its unaudited combined consolidated balance sheet as of September at March 30, 20042013, and the related combined consolidated statements of income and changes in financial position for the portion fiscal quarters and the portions of the fiscal year then ended, all certified by its the Company’s chief financial officer. Such financial statements , as heretofore furnished to the Lenders, fairly present fairly, in all material respects, respects the consolidated financial position of the Borrower Company and its consolidated the Subsidiaries as of at such dates and their consolidated results of operations operations, shareholders’ equity and changes cash flows for the periods then ended in financial position for such periods in accordance conformity with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Banks (i) its audited combined consolidated balance sheet as of December 31, 2003 1999 and the related audited combined consolidated statements of income, stockholders’ ' equity and changes in financial position cash flows for the fiscal year Fiscal Year then ended, reported on by Deloitte Touche Tohmatsu, its independent public accountants, and (ii) its unaudited combined consolidated balance sheet as of September 30, 2004, 2000 and the related combined consolidated statements of income income, stockholders' equity and changes in financial position cash flows for the portion of the fiscal year Fiscal Year then ended, all certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position of the Borrower and its consolidated Subsidiaries as of such dates and their results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet sheets as of December 31September 30, 2003 2001 and September 30, 2002 and the related audited combined consolidated statements of income, stockholders’ ' equity and changes in financial position cash flows for the fiscal year Fiscal Years then ended, reported on by Deloitte Touche TohmatsuErnst & Young LLP, independent public accountants, and (ii) its unaudited combined consolidated balance sheet sheets as of September 30December 31, 20042002 and March 31, 2003 and the related combined unaudited consolidated statements of income income, stockholders' equity and changes in financial position cash flows for the portion Fiscal Quarters then ended and for the portions of the fiscal year Fiscal Year then ended, all certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position of the Borrower and its consolidated Subsidiaries as of such dates and their results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheets as of January 31, 2004, January 29, 2005 and January 28, 2006 and the related consolidated statements of income, shareholders’ equity and cash flows for each of the Fiscal Years then ended, reported on by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and (ii) its consolidated balance sheet as of December 31April 30, 2003 2006 and the related audited combined consolidated statements of income, stockholders’ equity and changes in financial position cash flows for the fiscal year then ended, reported on by Deloitte Touche Tohmatsu, independent public accountants, and (ii) its unaudited combined consolidated balance sheet as of September 30, 2004, and the related combined consolidated statements of income and changes in financial position for the portion of the fiscal year Fiscal Quarter then ended, all certified by its chief financial officer. Such Except for such adjustments as may be required for the Stated Restatement Reasons, such financial statements present fairly, in all material respects, the financial position of the Borrower and its consolidated Subsidiaries as of such dates and their results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 the Company and the Subsidiaries and the related audited combined consolidated statements of income, stockholdersshareholders’ equity and changes in financial position cash flows of the Company and the Subsidiaries (i) as at December 31, 2007, and for the fiscal year then ended, reported on which financial statements are accompanied by Deloitte Touche Tohmatsu, independent public accountantsthe report of PricewaterhouseCoopers LLC, and (ii) its unaudited combined consolidated balance sheet as of at March 31, June 30 and September 3029, 20042007, and the related combined consolidated statements of income and changes in financial position for the portion fiscal quarters and the portions of the fiscal year then ended, all certified by its the Company’s chief financial officer. Such financial statements , as heretofore furnished to the Lenders, fairly present fairly, in all material respects, respects the consolidated financial position condition of the Borrower Company and its consolidated the Subsidiaries as of at such dates and their consolidated results of operations operations, shareholders’ equity and changes cash flows for the periods then ended in financial position for such periods in accordance conformity with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 the Company and the Subsidiaries and the related audited combined consolidated statements of income, stockholdersshareholders’ equity and changes in financial position cash flows of the Company and the Subsidiaries (i) as at December 31, 2010, and for the fiscal year then ended, reported on which financial statements are accompanied by Deloitte Touche Tohmatsu, independent public accountantsthe report of PricewaterhouseCoopers LLC, and (ii) its unaudited combined consolidated balance sheet as of September 30at April 2, 20042011, and the related combined consolidated statements of income and changes in financial position for the portion fiscal quarters and the portions of the fiscal year then ended, all certified by its the Company’s chief financial officer. Such financial statements , as heretofore furnished to the Lenders, fairly present fairly, in all material respects, respects the consolidated financial position of the Borrower Company and its consolidated the Subsidiaries as of at such dates and their consolidated results of operations operations, shareholders’ equity and changes cash flows for the periods then ended in financial position for such periods in accordance conformity with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its the audited combined consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2003 2002 and the related audited combined consolidated Consolidated statements of income, stockholders’ equity income and changes in financial position cash flows for the fiscal year Fiscal Year then ended, reported on by Deloitte & Touche TohmatsuLLP, independent public accountants, and (ii) its the unaudited combined consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2004, 2003 and the related combined consolidated Consolidated statements of income and changes in financial position cash flows for the Fiscal Quarter then ended and for the portion of the fiscal year Fiscal Year then ended, all certified by its the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the Consolidated financial position of the Borrower and its consolidated Subsidiaries as of such dates and their its Consolidated results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 the Borrower and the Subsidiaries and the related audited combined consolidated statements of incomeoperations, stockholders’ equity and changes in financial position cash flows of the Borrower and the Subsidiaries (i) as at December 31, 2006, and for the fiscal year then ended, reported on which financial statements are accompanied by Deloitte Touche Tohmatsu, independent public accountantsthe report of Ernst & Young LLP, and (ii) its unaudited combined consolidated balance sheet as of September 30at March 31, 20042007, and for the related combined consolidated statements of income fiscal quarter and changes in financial position for the portion of the fiscal year then ended, all certified by its the chief financial officer. Such financial statements officer of the Borrower, as heretofore furnished to the Lenders, fairly present fairly, in all material respects, respects the consolidated financial position of the Borrower and its consolidated the Subsidiaries as of at such dates and their consolidated results of operations operations, stockholders’ equity and changes cash flows for the periods then ended in financial position for such periods in accordance conformity with Mexican GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 the Borrower and the Subsidiaries and the related audited combined consolidated statements of incomeoperations, stockholders’ equity and changes in financial position cash flows of the Borrower and the Subsidiaries (i) as at December 31, 2007, and for the fiscal year then ended, reported on which financial statements are accompanied by Deloitte Touche Tohmatsu, independent public accountantsthe report of Ernst & Young LLP, and (ii) its unaudited combined consolidated balance sheet as of at September 30, 20042008, and for the related combined consolidated statements of income fiscal quarter and changes in financial position for the portion of the fiscal year then ended, all certified by its the chief financial officer. Such financial statements officer of the Borrower, as heretofore furnished to the Lenders, fairly present fairly, in all material respects, respects the consolidated financial position of the Borrower and its consolidated the Subsidiaries as of at such dates and their consolidated results of operations operations, stockholders’ equity and changes cash flows for the periods then ended in financial position for such periods in accordance conformity with Mexican GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 the Company and the Subsidiaries and the related audited combined consolidated statements of income, stockholders’ shareholders' equity and changes in financial position cash flows of the Company and the Subsidiaries (i) as at December 31, 2004, and for the fiscal year then ended, reported on which financial statements are accompanied by Deloitte Touche Tohmatsu, independent public accountantsthe report of PricewaterhouseCoopers LLP, and (ii) its unaudited combined consolidated balance sheet as of September 30at April 2, 2004July 2 and October 1, 2005, and the related combined consolidated statements of income and changes in financial position for the portion fiscal quarters and the portions of the fiscal year then ended, all certified by its the Company's chief financial officer. Such financial statements , as heretofore furnished to the Lenders, fairly present fairly, in all material respects, respects the consolidated financial position condition of the Borrower Company and its consolidated the Subsidiaries as of at such dates and their consolidated results of operations operations, shareholders' equity and changes cash flows for the periods then ended in financial position for such periods in accordance conformity with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its the audited combined consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2003 and the related audited combined consolidated Consolidated statements of income, stockholders’ equity income and changes in financial position cash flows for the fiscal year Fiscal Year then ended, reported on by Deloitte & Touche TohmatsuLLP, independent public accountants, and (ii) its the unaudited combined consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2004, 2004 and the related combined consolidated Consolidated statements of income and changes in financial position cash flows for the Fiscal Quarter then ended and for the portion of the fiscal year Fiscal Year then ended, all certified by its the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the Consolidated financial position of the Borrower and its consolidated Subsidiaries as of such dates and their its Consolidated results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

Financial Statements; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its audited combined consolidated balance sheet as of December 31, 2003 2008 and the related audited combined consolidated statements of income, stockholders’ equity and changes in financial position cash flows for the fiscal year Fiscal Year then ended, reported on by Deloitte Touche TohmatsuPricewaterhouse Coopers LLP, independent public accountantsIndependent Registered Public Accounting Firm, and (ii) its unaudited combined consolidated balance sheet as of September 30, 2004, 2009 and the related combined consolidated statements of income income, stockholders’ equity and changes in financial position cash flows for the Fiscal Quarter then ended and for the portion of the fiscal year Fiscal Year then ended, all certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position of the Borrower and its consolidated Subsidiaries as of such dates and their results of operations and changes in financial position cash flows for such periods in accordance with Mexican GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.