Common use of Accountant's Statement and Privity Letter Clause in Contracts

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements referred to in Section 7.01(c), a written statement of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination. The statement referred to above shall, at the request of either of the Administrative Agents, be accompanied by (x) a copy of the management letter or any similar report delivered to the Borrower or to any officer or employee thereof by such accountants in connection with such financial statements and (y) a letter in substantially the form of Exhibit G attached hereto and made a part hereof from the Borrower to such accountants informing such accountants that the Lenders are relying upon the financial statements audited by such accountants and delivered to the Administrative Agents and the Lenders pursuant to Section 7.01(c) and that a primary intent of the Borrower in having such financial statements audited is to induce the Lenders to continue to make Loans to the Borrower under this Agreement. Either Administrative Agent and each Lender may, with the consent of the Borrower (which consent shall not be unreasonably withheld), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements Financial Statements referred to in Section 7.01(c7.01(b), a written statement of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to Section 7.01(c) (as the information contained in such certificates relates to the covenants set forth in Article X) is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to Section 7.01(c)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the draft management letter or any similar report delivered to the Borrower or to any officer or employee thereof by such accountants in connection with such financial statements Financial Statements and (y) a letter in substantially the form of Exhibit G H attached hereto and made a part hereof from the Borrower to such accountants informing such accountants that the Lenders are relying upon the financial statements Financial Statements audited by such accountants and delivered to the Administrative Agents Agent and the Lenders pursuant to Section 7.01(c7.01(b). The Borrower shall deliver the final executed management letter (a draft of which is referenced in clause (x) and that a primary intent of the Borrower in having above) delivered by such financial statements audited is to induce the Lenders to continue to make Loans to the Borrower under this Agreementaccountants, promptly after its receipt thereof. Either Administrative The Agent and each Lender may, with the written consent of the Borrower (which consent shall not be unreasonably withheldwithheld or delayed), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements Financial Statements referred to in Section 7.01(c8.01(c), a written statement statement, in form and substance satisfactory to the Agent, of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to Section 8.01(d) (as the information contained in such certificates relates to the covenants set forth in Article XI) is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to Section 8.01(d)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the management letter or any similar report delivered to the any Borrower or Guarantor or to any officer or employee thereof by such accountants in connection with such financial statements Financial Statements, to the extent then available, and (y) a letter in substantially the form of Exhibit G M attached hereto and made a part hereof from the Borrower Parent to such accountants informing such accountants that the Lenders are relying upon the financial statements Financial Statements audited by such accountants and delivered to the Administrative Agents Agent and the Lenders pursuant to Section 7.01(c8.01(c) and that a primary intent of the Borrower Parent in having such financial statements Financial Statements audited is to induce the Lenders to continue to make Loans to the Borrower Borrowers under this Agreement. Either Administrative The Agent and each Lender may, with the written consent of the Borrower TIMCO (which consent shall not be unreasonably withheldwithheld or delayed), communicate directly with such accountants. To the extent a management letter or any similar report referenced in clause (x) is not delivered concurrently with the aforesaid accountants' written statement, such letter or report shall be delivered to the Agent and Lenders no later than June 30 of the calendar year immediately succeeding the Fiscal Year for which such written statement is delivered, commencing with the Fiscal Year ending in 2001.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements Financial Statements referred to in Section 7.01(c8.01(b), a written statement of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to Section 8.01(c) (as the information contained in such certificates relates to the covenants set forth in Article XI) is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to Section 8.01(c)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the management letter or any similar report delivered to the U.S. Borrower or to any officer or employee thereof by such accountants in connection with such financial statements Financial Statements and (y) a letter in substantially the form of Exhibit G J attached hereto and made a part hereof from the U.S. Borrower to such accountants informing such accountants that the Lenders are relying upon the financial statements Financial Statements audited by such accountants and delivered to the Administrative Agents Agent and the Lenders pursuant to Section 7.01(c8.01(b) and that a primary intent of the Borrower in having such financial statements Financial Statements audited is to induce the Lenders to continue to make Loans to to, and issue and participate in Letters of Credit for the Borrower account of, the Borrowers under this Agreement. Either Administrative The Agent and each Lender may, with the written consent of the U.S. Borrower (which consent shall not be unreasonably withheldwithheld or delayed), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements referred to in Section 7.01(c), a written statement of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination. The statement referred to above shall, at the request of either of the Administrative AgentsAgent, be accompanied by (x) a copy of the management letter or any similar report delivered to the Borrower or to any officer or employee thereof by such accountants in connection with such financial statements and (y) a letter in substantially the form of Exhibit G F attached hereto and made a part hereof from the Borrower to such accountants informing such accountants that the Lenders are relying upon the financial statements audited by such accountants and delivered to the Administrative Agents Agent and the Lenders pursuant to Section 7.01(c) and that a primary intent of the Borrower in having such financial statements audited is to induce the Lenders to continue to make Loans to the Borrower under this Agreement. Either The Administrative Agent and each Lender may, with the consent of the Borrower (which consent shall not be unreasonably withheld), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements Financial Statements referred to in Section 7.01(cSECTION 8.01(C), a written statement statement, in form and substance satisfactory to the Agent, of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, that PROVIDED THAT such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to SECTION 8.01(D) (as the information contained in such certificates relates to the covenants set forth in ARTICLE XI and Events of Default set forth in SECTION 12.01(O)(II)(G)-(K)) is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to SECTION 8.01(D)(II) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the management letter or any similar report delivered to the any Borrower or Guarantor or to any officer or employee thereof by such accountants in connection with such financial statements Financial Statements and (y) a letter in substantially the form of Exhibit G EXHIBIT M attached hereto and made a part hereof from the Borrower Parent to such accountants informing such accountants that the Lenders are relying upon the financial statements Financial Statements audited by such accountants and delivered to the Administrative Agents Agent and the Lenders pursuant to Section 7.01(cSECTION 8.01(C) and that a primary intent of the Borrower Parent in having such financial statements Financial Statements audited is to induce the Lenders to continue to make Loans to the Borrower Borrowers under this Agreement. Either Administrative The Agent and each Lender may, with the written consent of the Borrower ASOC (which consent shall not be unreasonably withheldwithheld or delayed), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together ----------------------------------------- with each delivery of the financial statements Financial Statements referred to in Section 7.01(c------- 8.1(c), a written statement of the firm of independent certified ------ public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, provided that such accountants shall not be liable by reason of any -------- ---- failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to Section 8.1(d) (as the information contained in such -------------- certificates relates to the covenants set forth in Article XI) is not ---------- correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to Section 8.1(d)(ii) for the applicable ------------------ Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the management letter or any similar report delivered to the Borrower Parent Guarantor or to any officer or employee thereof by such accountants in connection with such financial statements Financial Statements and (y) a letter in substantially the form of Exhibit G EXHIBIT O attached hereto and made --------- a part hereof from the Borrower Parent Guarantor to such accountants informing such accountants that the Lenders are relying upon the financial statements Financial Statements audited by such accountants and delivered to the Administrative Agents Agent and the Lenders pursuant to Section 7.01(c8.1(c) and that a primary intent of -------------- the Borrower Parent Guarantor in having such financial statements Financial Statements audited is to induce the Lenders to continue to make Loans to the Borrower under this Agreement. Either Administrative The Agent and each Lender may, with the written consent of the Borrower Parent Guarantor (which consent shall not be unreasonably withheldwithheld or delayed), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements Financial Statements referred to in Section 7.01(c8.01(c), a written statement statement, in form and substance satisfactory to the Agent, of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to Section 8.01(d) (as the information contained in such certificates relates to the covenants set forth in Article XI) is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to Section 8.01(d)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the management letter or any similar report delivered to the any Borrower or Guarantor or to any officer or employee thereof by such accountants in connection with such financial statements Financial Statements, to the extent then available, and (y) a letter in substantially the form of Exhibit G N attached hereto and made a part hereof from the Borrower Parent to such accountants informing such accountants that the Lenders are relying upon the financial statements Financial Statements audited by such accountants and delivered to the Administrative Agents Agent and the Lenders pursuant to Section 7.01(c8.01(c) and that a primary intent of the Borrower Parent in having such financial statements Financial Statements audited is to induce the Lenders to continue to make Loans to the Borrower Borrowers under this Agreement. Either Administrative The Agent and each Lender may, with the written consent of the Borrower Distribution (which consent shall not be unreasonably withheldwithheld or delayed), communicate directly with such accountants. Parent shall deliver to the Agent and Lenders, as soon as the same is available to it and in any event no later than September 30, 2000, the management letter or any similar report delivered to any Borrower or Guarantor or to any officer or employee thereof by Axxxxx Axxxxxxx LLP with the Financial Statements of Parent for the Fiscal Year ending December 31, 1999. To the extent a management letter or any similar report referenced in clause (x) is not delivered concurrently with the aforesaid accountants' written statement, such letter or report shall be delivered to the Agent and Lenders no later than June 30 of the calendar year immediately succeeding the Fiscal Year for which such written statement is delivered, commencing with the Fiscal Year ending in 2000.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements referred to in Section 7.01(cSECTION 6.01(c), a written statement of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; providedPROVIDED, that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to SECTION 6.01(d) is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to SECTION 6.01(d)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the management letter or any similar report delivered to the Borrower or to any officer or employee thereof by such accountants in connection with such financial statements and (y) a letter in substantially the form of Exhibit G attached hereto and made a part hereof from the Borrower to such accountants informing such accountants that the Lenders are Lender is relying upon the financial statements audited by such accountants and delivered to the Administrative Agents and the Lenders Lender pursuant to Section 7.01(cSECTION 6.01(c) and that a primary intent of the Borrower in having such financial statements audited is to induce the Lenders Lender to continue to make Loans to the Borrower under this Agreement. Either Administrative Agent and each The Lender may, with the consent of the Borrower (which consent shall not be unreasonably withheld), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements Financial Statements referred to in Section 7.01(cSECTION 8.01(c), a written statement statement, in form and substance satisfactory to the Agent, of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, that PROVIDED THAT such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to SECTION 8.01(d) (as the information contained in such certificates relates to the covenants set forth in ARTICLE XI and Events of Default set forth in SECTION 12.01(o)(ii)(G)-(K)) is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to SECTION 8.01(d)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the management letter or any similar report delivered to the Borrower or to any officer or employee thereof by such accountants in connection with such financial statements Financial Statements and (y) a letter in substantially the form of Exhibit G EXHIBIT M attached hereto and made a part hereof from the Borrower Parent to such accountants informing such accountants that the Lenders are relying upon the financial statements Financial Statements audited by such accountants and delivered to the Administrative Agents Agent and the Lenders pursuant to Section 7.01(cSECTION 8.01(c) and that a primary intent of the Borrower Parent in having such financial statements Financial Statements audited is to induce the Lenders to continue to make Loans to the Borrower under this Agreement. Either Administrative The Agent and each Lender may, with the written consent of the Borrower (which consent shall not be unreasonably withheldwithheld or delayed), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements referred to in Section 7.01(c), a written statement of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination. The statement referred to above shall, at the request of either of the Administrative Agents, be accompanied by (x) a copy of the management letter or any similar report delivered to the each Borrower or to any officer or employee thereof by such accountants in connection with such financial statements and (y) a letter in substantially the form of Exhibit G attached hereto and made a part hereof from the each Borrower to such accountants informing such accountants that the Lenders are relying upon the financial statements audited by such accountants and delivered to the Administrative Agents and the Lenders pursuant to Section 7.01(c) and that a primary intent of the each Borrower in having such financial statements audited is to induce the Lenders to continue to make Loans to the each Borrower under this Agreement. Either Administrative Agent and each Lender may, with the consent of the each Borrower (which consent shall not be unreasonably withheld), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements Financial Statements referred to in Section 7.01(cSECTION 28.1(A)(I), a written statement statement, in form and substance satisfactory to the Lessor and the Agent, of the firm of independent certified public accountants giving the report thereon (iA) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (iiB) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, that PROVIDED THAT such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (C) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to SECTION 28.1(A)(III) (as the information contained in such certificates relates to financial covenants set forth in SECTION 28.4) is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to SECTION 28.1(A)(III)(B) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x1) a copy of the management letter or any similar report delivered to the Borrower Lessee or any Subsidiary or to any officer or employee thereof by such accountants in connection with such financial statements Financial Statements and (y2) a letter in substantially the form of Exhibit G EXHIBIT M attached hereto to the Existing Aviation Sales Credit Agreement and made a part hereof from the Borrower Lessee to such accountants informing such accountants that the Agent, the Lessor, the Holders and the Lenders are relying upon the financial statements Financial Statements audited by such accountants and delivered to the Administrative Agents Agent the Lessor, the Lenders and the Lenders Holders pursuant to Section 7.01(c) and that a primary intent of SECTION 28.1(A)(II). The Agent or the Borrower in having such financial statements audited is to induce the Lenders to continue to make Loans to the Borrower under this Agreement. Either Administrative Agent and each Lender Lessor may, with the written consent of the Borrower Lessee (which consent shall not be unreasonably withheldwithheld or delayed), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements referred to in Section 7.01(cSECTION 6.01(c), a written statement of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; providedPROVIDED, that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to SECTION 6.01(d) is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to SECTION 6.01(d)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the management letter or any similar report delivered to the Borrower or to any officer officer, director or employee thereof by such accountants in connection with such financial statements and (y) a letter in substantially the form of Exhibit G attached hereto and made a part hereof from the Borrower to such accountants informing such accountants that the Lenders are Lender is relying upon the financial statements audited by such accountants and delivered to the Administrative Agents and the Lenders Lender pursuant to Section 7.01(cSECTION 6.01(c) and that a primary intent of the Borrower in having such financial statements audited is to induce the Lenders Lender to continue to make Loans financial accommodations to the Borrower under this Agreement. Either Administrative Agent and each The Lender may, with the consent of the Borrower (which consent shall not be unreasonably withheld), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together To Agent, on behalf of itself and Lenders, together with each delivery of the financial statements referred to in Section 7.01(c)CLAUSE (c) of this ANNEX E, a written statement of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of a Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; providedPROVIDED, that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to CLAUSE (d) of this ANNEX E is not correct or that the matters set forth in the Compliance Certificate delivered therewith for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the management letter or any similar report delivered to the Borrower or to any officer or employee thereof by such accountants in connection with such financial statements and (y) a letter in substantially the form of Exhibit G attached hereto and made a part hereof from the Borrower to such accountants informing such accountants that the Lenders are relying upon the financial statements audited by such accountants and delivered to the Administrative Agents and the Lenders Agent pursuant to Section 7.01(cCLAUSE (c) of this ANNEX E and that a primary intent of the Borrower in having such financial statements audited is to induce the Lenders to continue to make Loans to the Borrower under this Agreement. Either Administrative The Agent and each Lender may, with the consent of the Borrower (which consent shall not be unreasonably withheld), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements referred to in Section 7.01(cSECTION 6.01(c), a written statement of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement as it relates to accounting matters and matters, (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; providedPROVIDED, that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination, and (iii) stating that based on their audit examination nothing has come to their attention which causes them to believe that the information contained in either or both of the certificates delivered therewith pursuant to SECTION 6.01(d) is not correct or that the matters set forth in the Compliance Certificate delivered therewith pursuant to SECTION 6.01(d)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement. The statement referred to above shall, at the request of either of the Administrative Agents, shall be accompanied by (x) a copy of the management letter or any similar report delivered to the Borrower or to any officer or employee thereof by such accountants in connection with such financial statements and (y) a letter in substantially the form of Exhibit G attached hereto and made a part hereof from the Borrower to such accountants informing such accountants that the Lenders are Lender is relying upon the financial statements audited by such accountants and delivered to the Administrative Agents and the Lenders Lender pursuant to Section 7.01(cSECTION 6.01(c) and that a primary intent of the Borrower in having such financial statements audited is to induce the Lenders Lender to continue to make Loans financial accommodations to the Borrower under this Agreement. Either Administrative Agent and each The Lender may, with the consent of the Borrower (which consent shall not be unreasonably withheld), communicate directly with such accountants.

Accountant's Statement and Privity Letter. Together with each delivery of the financial statements referred to in Section 7.01(c6.01(c), a written statement of the firm of independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement Note as it relates to accounting matters and (ii) stating whether, in connection with their audit examination, any condition or event which constitutes an Event of Default or Potential Event of Default has come to their attention, and if such condition or event has come to their attention, specifying the nature and period of existence thereof; provided, that such accountants shall not be liable by reason of any failure to obtain knowledge of any such condition or event that would not be disclosed in the course of their audit examination. The statement referred to above shall, at the request of either of the Administrative AgentsHolder, be accompanied by (x) a copy of the management letter or any similar report delivered to the Borrower Issuer or to any officer or employee thereof by such accountants in connection with such financial statements and (y) a letter in substantially the form of Exhibit G C attached hereto and made a part hereof from the Borrower Issuer to such accountants informing such accountants that the Lenders are Holder is relying upon the financial statements audited by such accountants and delivered to the Administrative Agents and the Lenders Holder pursuant to Section 7.01(c6.01(c) and that a primary intent of the Borrower in having such financial statements audited is to induce the Lenders Holder to continue to make Loans Portions to the Borrower Issuer under this AgreementNote. Either Administrative Agent and each Lender The Holder may, with the consent of the Borrower (which consent shall not be unreasonably withheld), communicate directly with such accountants.