FOR THE PERIODS INDICATED, SUBJECT TO CHANGES RESULTING FROM NORMAL
YEAR-END ADJUSTMENTS;
(III)
YEAR-END FINANCIALS:
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR, THE CONSOLIDATED
BALANCE SHEETS OF THE BORROWER AND ITS SUBSIDIARIES, AS OF THE END OF SUCH
FISCAL YEAR AND THE RELATED CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED
STATEMENT OF CASH FLOWS FOR SUCH FISCAL YEAR, SETTING FORTH, IN THE CASE OF THE
STATEMENT OF INCOME ONLY, IN COMPARATIVE FORM, COMMENCING WITH THE 2008 FISCAL
YEAR, THE CORRESPONDING FIGURES FOR THE PREVIOUS FISCAL YEAR AND THE
CORRESPONDING FIGURES FROM THE DEVELOPMENT BUDGET FOR THE FISCAL YEAR COVERED BY
SUCH FINANCIAL STATEMENTS AND THE DEVELOPMENT BUDGET IN EFFECT ON THE CLOSING
DATE (BUT ONLY THROUGH THE 2009 FISCAL YEAR REPORTING PERIOD), ALL PREPARED IN
ACCORDANCE WITH GAAP AND ON A CASH BASIS, WHICH STATEMENT SHALL INCLUDE
NARRATIVE EXPLANATIONS OF DEVIATIONS BETWEEN ACTUAL NUMBERS AND PROJECTED
RESULTS IN REASONABLE DETAIL AND, IN EACH CASE, CERTIFIED BY THE CHIEF FINANCIAL
OFFICER OF THE BORROWER THAT THEY FAIRLY PRESENT, IN ALL MATERIAL RESPECTS, THE
FINANCIAL CONDITION OF THE ENTITIES COVERED THEREBY AS AT THE DATES INDICATED
AND THE RESULTS OF THEIR OPERATIONS AND THEIR CASH FLOWS FOR THE PERIODS
INDICATED;
(IV)
OFFICER'S CERTIFICATES:
TOGETHER WITH EACH DELIVERY OF FINANCIAL
STATEMENTS OF THE BORROWER AND ITS SUBSIDIARIES PURSUANT TO SUBDIVISIONS
(II) AND (III) ABOVE, AN OFFICER'S CERTIFICATE OF THE BORROWER STATING THAT THE
SIGNER HAS REVIEWED THE TERMS OF THIS AGREEMENT AND HAS MADE, OR CAUSED TO BE
MADE UNDER HIS OR HER SUPERVISION, A REVIEW IN REASONABLE DETAIL OF THE
TRANSACTIONS AND CONDITION OF THE BORROWER AND ITS SUBSIDIARIES DURING THE
ACCOUNTING PERIOD COVERED BY SUCH FINANCIAL STATEMENTS AND THAT SUCH REVIEW HAS
NOT DISCLOSED THE EXISTENCE DURING OR AT THE END OF SUCH ACCOUNTING PERIOD, AND
THAT THE SIGNER DID NOT HAVE KNOWLEDGE OF THE EXISTENCE AS AT THE DATE OF SUCH
OFFICER'S CERTIFICATE, OF ANY CONDITION OR EVENT THAT CONSTITUTES A DEFAULT OR
EVENT OF DEFAULT, OR, IF ANY SUCH CONDITION OR EVENT EXISTED OR EXISTS,
SPECIFYING THE NATURE AND PERIOD OF EXISTENCE THEREOF AND WHAT ACTION THE
BORROWER HAS TAKEN, IS TAKING AND PROPOSES TO TAKE WITH RESPECT THERETO.
(V)
RECONCILIATION STATEMENTS:
IF, AS A RESULT OF ANY CHANGE IN
ACCOUNTING PRINCIPLES AND POLICIES FROM THOSE USED IN THE PREPARATION OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.14, THE CONSOLIDATED FINANCIAL
STATEMENTS DELIVERED PURSUANT TO SUBDIVISIONS (I), (II) OR (III) OF THIS
SECTION 5.3 WILL DIFFER IN ANY MATERIAL RESPECT FROM THE CONSOLIDATED FINANCIAL
STATEMENTS THAT WOULD HAVE BEEN DELIVERED PURSUANT TO SUCH SUBDIVISIONS HAD NO
SUCH CHANGE IN ACCOUNTING PRINCIPLES AND POLICIES BEEN MADE, THEN TOGETHER WITH
EACH DELIVERY OF FINANCIAL STATEMENTS PURSUANT TO SUBDIVISION (I), (II) OR
(III) OF THIS SECTION 5.3 FOLLOWING SUCH CHANGE, A WRITTEN STATEMENT OF THE
CHIEF ACCOUNTING OFFICER OR CHIEF FINANCIAL OFFICER OR TREASURER OF THE BORROWER
SETTING FORTH THE DIFFERENCES WHICH WOULD HAVE RESULTED IF SUCH FINANCIAL
STATEMENTS HAD