(C)
ANNUAL FINANCIAL STATEMENTS. (1) AS SOON AS AVAILABLE, AND IN ANY
EVENT WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR (OR SUCH EARLIER
PERIOD AS REQUIRED BY THE RULES AND REGULATIONS OF THE EXCHANGE ACT), (I) THE
CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS OF BORROWER AND ITS SUBSIDIARIES
(EXCLUDING, FOR THE AVOIDANCE OF DOUBT, 750 PARK PLACE) AS AT THE END OF SUCH
FISCAL YEAR AND THE RELATED CONSOLIDATED (AND WITH RESPECT TO STATEMENTS OF
INCOME, CONSOLIDATING) 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
AND THE CORRESPONDING FIGURES FROM THE FINANCIAL PLAN FOR THE FISCAL YEAR
COVERED BY SUCH FINANCIAL STATEMENTS, 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 OF
KGS LLP IN RESPECT OF THE FISCAL YEAR ENDED DECEMBER 31, 2007 AND THEREAFTER, AN
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT OF RECOGNIZED NATIONAL STANDING AS
SELECTED BY BORROWER, AND REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT (WHICH
REPORT SHALL BE UNQUALIFIED AS TO GOING CONCERN AND SCOPE OF AUDIT, AND SHALL
54
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, DURING
THE NORMAL COURSE OF THE ANNUAL AUDIT, BY SUCH INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS STATING WHETHER ANY CONDITION OR EVENT THAT CONSTITUTES A DEFAULT OR
AN EVENT OF DEFAULT IN RESPECT OF SECTION 6.07 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 OR A SIMILAR WRITTEN STATEMENT REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT; AND (2) IN ADDITION TO THE FOREGOING, A
COPY OF BORROWER'S ANNUAL REPORT ON FORM 10-K FOR THE APPLICABLE FISCAL YEAR AS
FILED BY BORROWER WITH THE SECURITIES AND EXCHANGE COMMISSION;
(D)
COMPLIANCE CERTIFICATE. TOGETHER WITH EACH DELIVERY OF FINANCIAL
STATEMENTS OF BORROWER AND ITS SUBSIDIARIES PURSUANT TO SECTIONS 5.01(B)(1) AND
5.01(C)(1), A DULY EXECUTED AND COMPLETED COMPLIANCE CERTIFICATE;
(E)
NOTICE OF DEFAULT. PROMPTLY UPON ANY RESPONSIBLE OFFICER OF
BORROWER AND ITS SUBSIDIARIES OBTAINING KNOWLEDGE (I) OF ANY CONDITION OR EVENT
THAT CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT OR THAT NOTICE HAS BEEN GIVEN
TO BORROWER WITH RESPECT THERETO; (II) THAT ANY PERSON HAS GIVEN ANY NOTICE TO
BORROWER OR ANY OF ITS SUBSIDIARIES OR TAKEN ANY OTHER ACTION WITH RESPECT TO
ANY EVENT OR CONDITION SET FORTH IN SECTION