First Data 2007 Annual Report Download - page 326

standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event
of Default relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such an Event of Default has
occurred and is continuing, a statement as to the nature thereof.
(b) Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are
required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in
each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the
end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and
the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly
accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement
of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and
setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the
last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed
reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the
Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the
financial condition, results of operations, stockholders' equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to
changes resulting from audit and normal year end audit adjustments.
(c) Budgets. Within 90 days after the commencement of each fiscal year of the Borrower, a budget of the Borrower in reasonable detail for such
fiscal year as customarily prepared by management of the Borrower for its internal use consistent in scope with the financial statements provided
pursuant to Section 9.1(a), setting forth the principal assumptions upon which such budget is based (collectively, the "Projections"), which Projections
shall in each case be accompanied by a certificate of an Authorized Officer stating that such Projections have been prepared in good faith on the basis of
the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood
that actual results may vary from such Projections.
(d) Officer's Certificates. At the time of the delivery of the financial statements provided for in Sections 9.1 (a) and (b), a certificate of an
Authorized Officer of the Borrower to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying
the nature and extent thereof, which certificate shall set forth a specification of any change in the identity of the Restricted Subsidiaries and Unrestricted
Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries and Unrestricted Subsidiaries, respectively,
provided to the Lenders on the Original Closing Date or the most recent fiscal year or period, as the case may be, (ii) the then applicable Status and
(iii) the amount of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in the amount of a Pro
Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided and, in either case, in reasonable detail, the calculations and
basis therefor. At the time of the delivery of the financial statements provided for in Section 9.1(a), (i) a certificate of an Authorized Officer of the
Borrower setting forth in reasonable detail the Applicable Amount
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