Common use of Financial Statements and SEC Reports Clause in Contracts

Financial Statements and SEC Reports. (a) The unaudited balance sheet of Seller as of September 30, 2005 (the "Latest Balance Sheet") and the statement of income of Seller for the nine months then ended and the audited balance sheets of Seller as of December 31, 2004, 2003 and 2002 and the audited statements of income of Seller for the years then ended (collectively the "Financial Statements") are contained in Seller's SEC Reports available on the SEC's ▇▇▇▇▇ website. Except as described in Item 3.6(a) of the Disclosure Schedule, the Financial Statements have been prepared in accordance with generally accepted accounting principles, are accurately based on the books and records of Seller, are true and correct in all material respects, and fairly present the financial condition of Seller, including the Assets, at the dates thereof and its results of operations for the periods covered thereby. (b) Since December 31, 2003, Seller has timely filed or furnished all material forms, reports, registration statements, certifications and documents required to be filed or furnished by it with the Securities and Exchange Commission (the "SEC") (the "SEC Reports"), all of which complied as of their respective filing dates in all material respects will all applicable requirements of the Exchange Act and the Securities Act, as applicable. True, correct and complete copies of all such SEC Reports have been delivered to Buyer or made available on the SEC's Internet website. None of the SEC Reports, including the Financial Statements included or incorporated by reference therein, at the time filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. No executive officer of Seller has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to any SEC Report. REDACTED (c) Seller maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and has delivered to Buyer a correct and complete description of such disclosure controls and procedures to the extent related to the Business. Such disclosure controls and procedures are effective to ensure that all material information concerning Seller and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Seller's filings with the SEC and other public disclosure documents. Seller has disclosed to its auditors and the audit committee of Seller's board of directors (i) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Seller's ability to record, process, summarize and report financial data and has identified for Seller's auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Seller's internal controls. Except as disclosed in Item 3.6(c) of the Disclosure Schedule, no disclosure described in the preceding sentence relating to the Business or the Assets has been made since December 31, 2003. Since December 31, 2003, no former or current employee of Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a violation of any securities Legal Requirements, breach of fiduciary duty or similar violation by Seller or any of its officers, directors, employees or agents to Seller's board of directors or any committee thereof or to any director or officer of Seller or any of its Subsidiaries.

Financial Statements and SEC Reports. (a) The unaudited balance sheet of Seller as of September 30Borrower shall file all reports, 2005 (the "Latest Balance Sheet") and the statement of income of Seller for the nine months then ended and the audited balance sheets of Seller as of December 31schedules, 2004, 2003 and 2002 and the audited statements of income of Seller for the years then ended (collectively the "Financial Statements") are contained in Seller's SEC Reports available on the SEC's ▇▇▇▇▇ website. Except as described in Item 3.6(a) of the Disclosure Schedule, the Financial Statements have been prepared in accordance with generally accepted accounting principles, are accurately based on the books and records of Seller, are true and correct in all material respects, and fairly present the financial condition of Seller, including the Assets, at the dates thereof and its results of operations for the periods covered thereby. (b) Since December 31, 2003, Seller has timely filed or furnished all material forms, reports, registration statements, certifications statements and other documents required to be filed or furnished by it with Borrower under the Securities Act and the Exchange Commission Act, including pursuant to Section 13(a) or 15(d) thereof (the "SEC") (the "“Future SEC Reports"”), all on a timely basis pursuant to such acts (subject to valid extensions of which complied as such time and filing of such documents prior to the expiration of any such extension). As of their respective filing dates dates, the Future SEC Reports shall comply in all material respects will all applicable with the requirements of the Exchange Securities Act and the Securities Exchange Act, as applicable. True, correct and complete copies of all such SEC Reports have been delivered to Buyer or made available on the SEC's Internet website. None none of the Future SEC Reports, including the Financial Statements included or incorporated by reference therein, at the time when filed, contained will contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading. No executive officer Borrower shall not become an issuer subject to Rule 144(i) under the Securities Act. The financial statements of Seller has failed Borrower included in any respect to make the certifications required of him or her under Sections 302 or 906 Future SEC Reports shall comply in all material respects with applicable accounting requirements and the rules and regulations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 Commission with respect thereto as in effect at the time of filing. Such financial statements shall be prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Borrower and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to any SEC Report. REDACTEDnormal, immaterial, year-end audit adjustments. (cb) Seller maintains disclosure controls and procedures required by Rule 13a-15 The Borrower shall furnish, or 15d-15 under the Exchange Act and has delivered caused to Buyer a correct and complete description of such disclosure controls and procedures be furnished, to the extent related to the Business. Such disclosure controls and procedures are effective to ensure that all material information concerning Seller and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Seller's filings with the SEC and other public disclosure documents. Seller has disclosed to its auditors and the audit committee of Seller's board of directors Lenders: (i) all Future SEC Reports, copies of all registration statements of any significant deficiencies in Loan Party filed with the design Commission (other than on Form S-8), and copies of all proxy statements or operation of internal controls which could adversely affect in any material respect Seller's ability other communications made to recordBorrower’s security holders generally, process, summarize and report financial data and has identified for Seller's auditors any material weaknesses in internal controls and promptly upon the filing or sending thereof. (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Seller's internal controls. Except as disclosed in Item 3.6(c) compliance certificate of the Disclosure ScheduleBorrower’s chief financial officer, no disclosure described in the preceding sentence form of Exhibit A or such other form as the Lender from time to time require, dated the date of the periodic Future SEC Reports to be furnished pursuant to paragraph (i) above. (iii) Immediately upon any officer of the Borrower becoming aware of any Default or Event of Default, a written notice describing the nature thereof and what action the Borrower proposes to take with respect thereto. (iv) Immediately upon becoming aware of the occurrence thereof, written notice of any violation as to any Environmental Law by the Borrower or of the commencement of any material judicial or administrative proceeding relating to health, safety or environmental matters, which could reasonably be expected to result, either individually or in the Business or aggregate, in a Material Adverse Effect, immediately upon becoming aware of the Assets has been made since December 31occurrence thereof. (v) From time to time, 2003. Since December 31such other information regarding the business, 2003operation and financial condition of each Loan Party and the Collateral as any Lender may reasonably request, no former or current employee including annual verification of Seller or any insurance coverage and semi-annual verification of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a violation of any securities Legal Requirements, breach of fiduciary duty or similar violation by Seller or any of its officers, directors, employees or agents to Seller's board of directors or any committee thereof or to any director or officer of Seller or any of its Subsidiariesproperty tax and assessment payment.