Common use of Annual Financials Clause in Contracts

Annual Financials. As soon as available and in any event not later than 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including any management letters delivered by of Deloitte & Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Administrative Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, a statement as to the nature thereof, thereof and (ivii) a Compliance Certificate executed by a Responsible Officer compliance certificate of the Borrower;chief financial officer of the Borrower (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year Fiscal Year (commencing with fiscal year the Fiscal Year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC2023), if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year Fiscal Year for the Borrower, including Consolidated balance sheets of the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business flows of the Borrower and its consolidated Subsidiaries (or APCfor such Fiscal Year, if applicable), if anyin each case accompanied by a report and opinion of independent public accountants of recognized standing, which audit was conducted by such accounting firm shall be prepared in accordance with generally accepted auditing standardsstandards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such accounting firm has obtained audit (other than such a qualification or exception that is solely with respect to, or resulting solely from, the upcoming maturity date of any of the Loans hereunder being scheduled to occur within twelve months from the time such report is delivered) to the effect that such Consolidated financial statements fairly present in all material respects the financial position, results of operations and cash flows of the Borrower on a Consolidated basis in accordance with GAAP; provided that, if the independent auditor’s report with respect to such Consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Borrower’s system of internal controls over financial reporting due to the exclusion of any acquired business from the management report on internal controls over financial reporting made pursuant to Item 308 of Regulation S-K of the SEC, to the extent such exclusion is permitted under provisions published by the SEC; provided further that, if applicable, the independent auditor’s report may contain references to independent audits performed by other independent public accountants of recognized national standing as contemplated by AU Section 543, Part of Audit Performed by Other Independent Auditors, or any successor standard under GAAP; (ii) a Compliance Certificate, which shall include a statement from a Financial Officer of the Borrower stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iviii) a Compliance Certificate executed by a Responsible Officer customary management discussion and analysis of the Borrower;operating results.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year Fiscal Year (commencing with fiscal year the Fiscal Year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC2022), if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year Fiscal Year for the Parent Borrower, including Consolidated balance sheets of the Parent Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Parent Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by a report and opinion of independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatrecognized standing, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year which shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm prepared in accordance with generally accepted auditing standardsstandards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such accounting firm has obtained audit (other than such a qualification or exception that is solely with respect to, or resulting solely from, the upcoming maturity date of any of the Loans hereunder being scheduled to occur within twelve months from the time such report is delivered) to the effect that such Consolidated financial statements fairly present in all material respects the financial position, results of operations and cash flows of the Parent Borrower on a Consolidated basis in accordance with GAAP; provided that, if the independent auditor’s report with respect to such Consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Parent Borrower’s system of internal controls over financial reporting due to the exclusion of any acquired business from the management report on internal controls over financial reporting made pursuant to Item 308 of Regulation S-K of the SEC, to the extent such exclusion is permitted under provisions published by the SEC; provided further that, if applicable, the independent auditor’s report may contain references to independent audits performed by other independent public accountants of recognized national standing as contemplated by AU Section 543, Part of Audit Performed by Other Independent Auditors, or any successor standard under GAAP; and (ii) a Compliance Certificate, which shall include a statement from a Financial Officer of the Parent Borrower stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Parent Borrower has taken and proposes to take with respect thereto. 107

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in Alliance Resource Fourth Amended and Restated Credit Agreement 101 the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations, if any, used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. (i) As soon as available and in any event not later than 120 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower Parent and its consolidated Subsidiaries (or such later date authorized by the SECor, if applicable; provided thatthe Parent is a reporting company under the Securities Exchange Act of 1934, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 the date that is 20 days after the end date required by the Securities and Exchange Commission for the delivery of such fiscal year): annual financial statements (iwithout giving effect to any extensions granted therefor)), (a) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such its consolidated Subsidiaries, including therein the Borrower's Parent’s and such its consolidated Subsidiaries' ’ balance sheets as of the end of such fiscal year and the Borrower's Parent’s and such its consolidated Subsidiaries' ’ statements of income, cash flows, and retained earnings, in each case certified by Deloitte and Touche or other independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower Parent or any Subsidiary of the Parent in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiib) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (ivc) a Compliance Certificate executed by a Responsible Officer of the BorrowerBorrower Representative and (ii) a copy of the unaudited annual consolidating financial statements of each of its Subsidiaries, including therein such Subsidiary’s balance sheet and statements of income, cash flows, and retained earnings for such fiscal year;

Annual Financials. (i) As soon as available and in any event not later than 120 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SECor, if applicable; provided that, the Borrower shall have delivered proper and timely notices is a reporting company under the Securities Exchange Act of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may 1934, not be a date later than 120 the date that is 20 days after the end date required by the Securities and Exchange Commission for the delivery of such fiscal year): annual financial statements (iwithout giving effect to any extensions granted therefor)), (A) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such its consolidated Subsidiaries, including therein the Borrower's and such its consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such its consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by Deloitte and Touche or other independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (ivC) a Compliance Certificate executed by a Responsible Officer of the BorrowerBorrower and (ii) a copy of the unaudited annual consolidating financial statements of each of its Subsidiaries, including therein such Subsidiary's balance sheet and statements of income, cash flows, and retained earnings for such fiscal year;

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a Consolidated balance sheet of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any U.S. Borrower and its Subsidiaries and (ii) to if the extent not otherwise provided in such Form 10-KU.S. Borrower has any Unrestricted Subsidiaries, a copy of the annual audit report for such year for the U.S. Borrower and such consolidated its Restricted Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets in each case as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' related Consolidated statements of income, income and cash flows, and retained earnings, flow for such Fiscal Year setting forth in each case certified in comparative form the corresponding figures for the previous Fiscal Year, accompanied by an opinion which shall be unqualified as to the scope of the audit and as to the going concern status of the U.S. Borrower and its Subsidiaries or the U.S. Borrower and its Restricted Subsidiaries, as the case may be, taken as a whole, of Deloitte & Touche LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Majority Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the U.S. Borrower and its consolidated Subsidiaries (or APCthe U.S. Borrower and its Restricted Subsidiaries, if applicable), if anyas the case may be, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the U.S. Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(j) and 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the U.S. Borrower shall also provide, if necessary for the determination of compliance with Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ivC) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the U.S. Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the U.S. Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of (1) the annual audit report for such year for the Borrower BRW and such consolidated its Subsidiaries (including BCI and its Subsidiaries), including therein the Borrower's a Consolidated balance sheet of BRW and such consolidated its Subsidiaries (including BCI and its Subsidiaries' balance sheets ) as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and Consolidated and consolidating statements of cash flows, flows of BRW and retained earningsits Subsidiaries (including BCI and its Subsidiaries) for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of PWC or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent Required Lenders ( it being understood and including any management letters delivered by agreed that a qualified opinion for Fiscal Year 2002 shall not be deemed to be not “acceptable” solely because of such accountants qualification provided that the Agents receive confirmation from PWC as to the Borrower or any Subsidiary absence of significant factors resulting in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, qualification other than the requirements financial condition and liquidity of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC BCI and the related financial information described bankruptcy default relating to BCI in this clause the Oak Hill Indenture), together with (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower BRW and its consolidated Subsidiaries (or APC, if applicableincluding BCI and its Subsidiaries), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, BRW shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (2) the annual unaudited report for such year for BRW and its Subsidiaries (other than BCI and its Subsidiaries), including therein a Consolidated balance sheet of BRW and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and Consolidated and consolidating statements of cash flows of BRW and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the Chief Financial Officer of BRW as having been prepared in accordance with GAAP, and (iv3) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of BRW stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that BRW has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and Consolidated statements of cash flows, flows of the Parent and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion as to such audit report of KPMG LLP or other independent certified public accountants of national nationally recognized standing or which are reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants Required Lenders (that is unqualified as to (x) scope (except to the Borrower extent relating to any change in the Parent’s existing independent public accountants), (y) going concern and that excludes any explanatory paragraph or any Subsidiary in connection with such audit; provided that, modifying wording with respect to going concern (other than to the fiscal year ending December 31, 2007 only, extent related to the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead impending maturity of the BorrowerObligations under the Loan Documents), and (Bz) unaudited financial statements consistent application of the type described accounting principles (other than required or preferred modifications in this clause (ii) accordance with respect to the Borrower GAAP), together with for such period, (iii) each Fiscal Year a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business Chief Financial Officer of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereofthereof and the action that the Borrower has taken and proposes to take with respect thereto, (ii) consolidating balance sheets and consolidating statements of income, in each case, of the Parent and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP, (iii) Consolidated balance sheets and Consolidated statements of income, in each case for this clause (iii), of the Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP and (iv) if Section 5.04 is in effect as of the date of such financial statements, a Compliance Certificate executed certificate in form reasonably satisfactory to the Administrative Agent and duly certified by a Responsible the Chief Financial Officer of the Borrower;Borrower of the computations used by the Borrower in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year Fiscal Year, a Consolidated balance sheet of (commencing with fiscal year ending December 31, 2007i) of the such Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to if the extent not otherwise provided in U.S. Borrower has any Unrestricted Subsidiaries, such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated its Restricted Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets in each case as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' related Consolidated statements of income, income and cash flows, and retained earnings, flow for such Fiscal Year setting forth in each case certified in comparative form the corresponding figures for the previous Fiscal Year, accompanied by an opinion which shall be unqualified as to the scope of the audit and as to the going concern status of such Borrower and its Subsidiaries or such Borrower and its Restricted Subsidiaries, as the case may be, taken as a whole, of Deloitte & Touche LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Majority Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the such Borrower and its consolidated Subsidiaries (or APCsuch Borrower and its Restricted Subsidiaries, if applicable), if anyas the case may be, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the U.S. Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(j) and 5.04, PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the U.S. Borrower shall also provide, if necessary for the determination of compliance with Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ivC) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of such Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that such Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year Fiscal Year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeincome or operations, stockholders’ equity and cash flowsflows of the Borrower and its Subsidiaries for such Fiscal Year, and retained earnings, in each case certified accompanied by independent certified public accountants of national standing an unqualified opinion or an opinion otherwise reasonably acceptable to the Administrative Agent and including any management letters delivered by Required Lenders of PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing, setting forth in comparative form, in the case of each such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 onlyConsolidated balance sheet, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead corresponding figures as of the Borrower, and (B) unaudited financial statements last day of the type described immediately preceding Fiscal Year, and, in this clause the case of each such Consolidated statement of income or operations, stockholders’ equity and cash flows, the corresponding figures for the corresponding period in the immediately preceding Fiscal Year, together with (ii) with respect to the Borrower for such period, (iiii) a certificate letter from PricewaterhouseCoopers LLP or such independent public accountants of such accounting firm to the Administrative Agent and the Lenders nationally recognized standing stating that, in the course of the their regular audit of the business Consolidated financial statements of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm accountants in accordance with generally accepted auditing standards, such accounting firm has accountants have not obtained no any knowledge that a an Event of Default has occurred and is continuing, continuing under Section 6.14 or if, in the opinion of such accounting firmaccountants, a an Event of Default has occurred and is continuingcontinuing under Section 6.14, a statement as to the status and nature thereof, thereof and (ivii) a Compliance Certificate executed in the event of any change in the generally accepted accounting principles used by a Responsible Officer such accountants in the preparation of the Borrower;Consolidated financial statements of the Borrower and its Subsidiaries referred to above in this Section 6.13(c) from GAAP, such accountants shall also provide a reasonably detailed description of such changes.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Deloitte & Touche LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Paying Agent of the computations, if any, used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto. Second Amended and Restated Alliance Credit Agreement

Annual Financials. As soon as available and in any event not later than 120 within the earlier to occur of 10 days after the filing of Parent Guarantor’s Form 10-K and 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and its Subsidiaries (which may be the Parent Guarantor’s annual report on Form 10-K for such consolidated Subsidiariesyear), including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year and a calculation of Funds from Operations for such Fiscal Year, in the case of each case certified audited financial statement contained therein, accompanied by an unqualified opinion of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and Lender Parties (to the Lenders extent providing such a certificate does not violate generally-applicable policies of such accounting firm) stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent (to the extent providing such a schedule does not violate generally-applicable policies of such accounting firm) of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(b), (f)(v) and (ivg) and 5.04, and (iii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Chief Financial Officer (or person performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 110 days after the end of each fiscal year (commencing with fiscal year ending December 31of Terra, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such Terra will furnish to the Administrative Agent Agent, with sufficient copies for each Lender and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-Keach Issuing Bank, a copy of the annual audit report for such year for the Borrower Terra and such consolidated its Subsidiaries, including therein the Borrower's a Consolidated balance sheet of Terra and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeincome and cash flows of Terra and its Subsidiaries for such fiscal year, cash flows, and retained earnings, setting forth in each case certified in comparative form the corresponding figures for the preceding fiscal year accompanied by an unqualified opinion of Deloitte & Touche or other independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided stating that, with respect to the fiscal year ending December 31except as expressly disclosed therein, 2007 onlysaid Consolidated financial statements present fairly, in all material respects, the requirements Consolidated financial position and results of this clause (ii) with respect to operations of Terra and its Consolidated Subsidiaries as of the last day of, and for, such fiscal year shall be satisfied by delivering year, together with (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Terra and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof (it being understood that said accountants shall have no liability to the Administrative Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default or Event of Default), (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04 and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Senior Financial Officer (A) stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Terra has taken and proposes to take with respect thereto, (B) stating that since December 31, 1996, there has been no Material Adverse Change with respect to Terra and (C) providing a comparison between the financial position and results of operations set forth in such financial statements with the comparable information set forth in the financial projections and budget most recently delivered pursuant to Section 5.03(l) of the Existing Credit Agreement or Section 5.03(l).

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a statement of reconciliation satisfactory to the Administrative Agent for the Borrower on a stand-alone basis and (iv) a Compliance Certificate executed by certificate of a Responsible Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year Fiscal Year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuingcontinuing pursuant to Section 5.02(r) in respect of such Fiscal Year (as determined solely with reference to financial condition covenant maintenance by the Parent and its Subsidiaries as of the conclusion of the applicable Fiscal Year, rather than on a quarterly basis), or if, in the opinion of such accounting firm, a Default has occurred and is continuingcontinuing under Section 5.02(r) in respect of such Fiscal Year (as determined solely with reference to financial condition covenant maintenance by the Parent and its Subsidiaries as of the conclusion of the applicable Fiscal Year, rather than on a quarterly basis), a statement as to the nature thereof, (ii) beginning with the Fiscal Year ending December 31, 2005, a Financial Covenants Certificate stating the Borrower’s calculation of the ratios set forth in Section 5.02(r) for the last quarter of such Fiscal Year, a statement as to the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year, including a reasonably detailed description of such assets and (iv) a Compliance Certificate executed by a Responsible Officer statement of the Borrower;’s calculation of Excess Cash Flow for such Fiscal Year, each with supporting documentation and in reasonable detail, and (iii) a Financial Covenants Certificate stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of Parent and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of Parent and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an unqualified opinion of independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to Required Lenders, together with (i) commencing with the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending Fiscal Year ended December 31, 2007 only2012, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Loan Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer of Parent stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent has taken and proposes to take with respect thereto, (iv) a Compliance Certificate executed by a Responsible Officer management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the Borrower;end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As The Issuer shall deliver to the Trustee, as soon as available and available, but in any event not later than within 120 days (or such earlier date on which the Issuer is required to file a Form 10-K under the Exchange Act, if applicable) after the end of each fiscal year (commencing of the Issuer, beginning with the fiscal year ending December 31, 2007) 2018, a consolidated balance sheet of the Borrower Issuer and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year year, and the Borrower's and such related consolidated Subsidiaries' statements of income, cash flowsflows and stockholders’ equity for such fiscal year, and retained earnings, setting forth in each case certified in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP, with such consolidated financial statements to be audited and accompanied by (i) a report and opinion of the Issuer’s independent certified public accountants accounting firm of national recognized standing reasonably acceptable in the United States (which report and opinion shall be prepared in accordance with GAAP), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Issuer as of the dates and for the periods specified in accordance with GAAP, and (ii) (if and only if the Issuer is required to comply with the internal control provisions pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 requiring an attestation report of such independent certified public accounting firm) an attestation report of such independent certified public accounting firm as to the Administrative Agent and including any management letters delivered by Issuer’s internal controls pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 attesting that such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, internal controls meet the requirements of this clause (ii) with respect to such fiscal year the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that the Issuer shall be satisfied deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by delivering the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (A) or its successor). Such consolidated financial statements shall be certified (including, for the annual audit report avoidance of APC and the related financial information described doubt, in this clause (ii) with respect a certification pursuant to APC instead Section 302 of the Borrower, and (B) unaudited financial statements Xxxxxxxx-Xxxxx Act of 2002 filed with the type described in this clause (ii) with respect to Issuer’s Form 10-K under the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APCExchange Act, if applicable)) by a Financial Officer as, if anyto his or her knowledge, which audit was conducted by such accounting firm fairly presenting, in all material respects, the consolidated financial condition, results of operations and cash flows of the Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;GAAP consistently applied.

Annual Financials. As soon as available and in any event not later than 120 within one hundred five (105) days after the end of each fiscal year Fiscal Year with respect to all deliveries pursuant to this Section 7.4 except for the certificate referred to in clause (commencing with fiscal year ending December 31c) below which, 2007in any event, shall be delivered within ninety (90) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-Keach Fiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating balance sheets of Borrower and its Subsidiaries, as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating statements of incomeincome and consolidating statements of cash flows of the Borrower and its Subsidiaries, cash flows, and retained earningsfor such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budget for such Fiscal Year and in each case accompanied (in the case of such Consolidated financial statements) by an opinion with respect to such Consolidated financial statements acceptable to the Administrative Agent of Deloitte & Touche or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (b) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Article 8, provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such financial statements to GAAP and (ivc) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 110 ----------------- days after the end of each fiscal year (commencing with fiscal year ending December 31of Terra, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such Terra will furnish to the Administrative Agent Agent, with sufficient copies for each Lender and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-Keach Issuing Bank, a copy of the annual audit report for such year for the Borrower Terra and such consolidated its Subsidiaries, including therein the Borrower's a Consolidated balance sheet of Terra and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeincome and cash flows of Terra and its Subsidiaries for such fiscal year, cash flows, and retained earnings, setting forth in each case certified in comparative form the corresponding figures for the preceding fiscal year accompanied by an unqualified opinion of Deloitte & Touche or other independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided stating that, with respect to the fiscal year ending December 31except as expressly disclosed therein, 2007 onlysaid Consolidated financial statements present fairly, in all material respects, the requirements Consolidated financial position and results of this clause (ii) with respect to operations of Terra and its Consolidated Subsidiaries as of the last day of, and for, such fiscal year shall be satisfied by delivering year, together with (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Terra and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof (it being understood that said accountants shall have no liability to the Administrative Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default or Event of Default), (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04 and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Senior Financial Officer (A) stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Terra has taken and proposes to take with respect thereto, (B) stating that since December 31, 1998, there has been no Material Adverse Change with respect to Terra and (C) providing a comparison between the financial position and results of operations set forth in such financial statements with the comparable information set forth in the financial projections and budget most recently delivered pursuant to Section 5.03(l) of the Existing Credit Agreement or Section 5.03(l).

Annual Financials. As The Issuer shall deliver to the Trustee, as soon as available and available, but in any event not later than within 120 days (or such earlier date on which the Issuer is required to file a Form 10-K under the Exchange Act, if applicable) after the end of each fiscal year (commencing of the Issuer, beginning with the fiscal year ending December 31, 2007) 2023, a consolidated balance sheet of the Borrower Issuer and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year year, and the Borrower's and such related consolidated Subsidiaries' statements of income, cash flowsflows and stockholders’ equity for such fiscal year, and retained earnings, setting forth in each case certified in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP, with such consolidated financial statements to be audited and accompanied by (i) a report and opinion of the Issuer’s independent certified public accountants accounting firm of national recognized standing reasonably acceptable in the United States (which report and opinion shall be prepared in accordance with GAAP), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Issuer as of the dates and for the periods specified in accordance with GAAP, and (ii) (if and only if the Issuer is required to comply with the internal control provisions pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 requiring an attestation report of such independent certified public accounting firm) an attestation report of such independent certified public accounting firm as to the Administrative Agent and including any management letters delivered by Issuer’s internal controls pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 attesting that such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, internal controls meet the requirements of this clause (ii) with respect to such fiscal year the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that the Issuer shall be satisfied deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by delivering the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (A) or its successor). Such consolidated financial statements shall be certified by a Financial Officer as, to his or her knowledge, fairly presenting, in all material respects, the annual audit report consolidated financial condition, results of APC operations and the related financial information described in this clause (ii) with respect to APC instead cash flows of the Borrower, Issuer and (B) unaudited financial statements its Subsidiaries as of the type described in this clause (ii) with respect to dates and for the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm periods specified in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;GAAP consistently applied.

Annual Financials. As soon as available and in any event not later than within (x) in the case of the Fiscal Year ending on December 31, 2006, 120 days, and (y) in the case of all subsequent Fiscal Years, 90 days after the end of each fiscal year Fiscal Year, (commencing with fiscal year ending December 31, 2007i) audited combined financial statements of the Borrower and its consolidated the Group II Holding Companies including their respective Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent that such company is not otherwise provided in such Form 10a Non-KRecourse Subsidiary) including combined balance sheets, a copy statements of the annual audit report for such year for income and statements of cash flows of the Borrower and the Group II Holding Companies including their respective Subsidiaries (to the extent that such consolidated Subsidiariescompany is not a Non-Recourse Subsidiary) for such Fiscal Year, including therein the Borrower's all prepared in accordance with GAAP and accompanied by an opinion as to such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' audited financial statements of incomeDeloitte & Touche, cash flowsErnst & Young, and retained earningsKPMG LLP, in each case certified by Pricewaterhouse Coopers or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to (the Borrower or any Subsidiary in connection with such audit; provided that“Public Accountant”), with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated the Group II Holding Companies including their respective Subsidiaries (or APC, if applicableto the extent that such company is not a Non-Recourse Subsidiary), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower and checked by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided that, if (x) as a matter of policy, the Public Accountant ceases to provide such certificates to clients generally (and not just for the Borrower and the Group II Holding Companies including their respective Subsidiaries), the Borrower and the Group II Holding Companies including their respective Subsidiaries), shall not be required to provide the certificate described in this clause (ii) but shall provide a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenant contained in Section 5.04, (y) in the event of any change in accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP and (ivz) the Borrower’s expected Public Accountant does not as of the Effective Date as a matter of policy provide the certificate referred to in this clause (ii), and (iii) a Compliance Certificate executed by a Responsible certificate of the Financial Officer of the Borrower;Borrower stating that no Default has occurred LSP Gen Finance Second Lien Credit Agreement and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Loan Parties have taken and proposes to take with respect thereto. If as a result of a change in GAAP, the Borrower is required to provide a reconciliation of financial statements as required by clause (ii) hereof or clause (c) below, and the Borrower shall so request, the Administrative Agent and the Required Lenders shall negotiate in good faith to amend the financial covenant in Section 5.04 and any other requirements of the Loan Documents affected by such change in GAAP to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Administrative Agent) and thereafter, the Borrower shall not be required to provide such reconciliations.

Annual Financials. As The Parent Guarantor or the Issuer shall, as soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such deliver to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, Applicable Parties a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeincome and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the SEC shall satisfy the foregoing requirements), cash flowsin each case accompanied by (x) an opinion acceptable to the Controlling Party of KPMG LLP or other independent public accountants of recognized standing acceptable to the Controlling Party, and retained earnings(y) a report of such independent public accountants as to the Issuer’s internal controls required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, in each case certified by independent certified public accountants of national standing reasonably acceptable in a manner to which the Controlling Party have not objected, together with (i) a schedule in form satisfactory to the Administrative Agent and including any management letters delivered Controlling Party of computations prepared by such accountants to demonstrating, as of the Borrower or end of such Fiscal Year, compliance with the covenants contained in Section 5.04 of each Credit Agreement, provided that in the event of any Subsidiary change in connection with GAAP used in the preparation of such audit; provided that, with respect to the fiscal year ending December 31, 2007 onlyfinancial statements, the requirements Parent Guarantor shall also provide, if necessary for the determination of this clause compliance with Section 5.04 of each Credit Agreement, a statement of reconciliation conforming such financial statements to GAAP and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course Chief Financial Officer (or other Responsible Officer) of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained Parent Guarantor stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereofthereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto. Notwithstanding the foregoing, the Parent Guarantor and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;Issuer will be deemed to have so delivered any such statements, financial statements or reports upon their filing and public availability on the SEC’s website or any successor website thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, its Subsidiaries including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by independent certified public accountants of national standing a report that is unqualified or is otherwise reasonably acceptable to the Administrative Agent and including any management letters delivered by Required Lenders of Deloitte & Touche LLP (or such other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Required Lenders), together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, nothing has come to such accounting firm’s attention that would cause it to believe that the Borrower has failed to comply with the covenant set forth in Section 5.03, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such accounting firm has obtained in determining, as to the fourth quarter of such Fiscal Year, compliance with the covenant contained in Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date and (iii) a certificate of the treasurer, assistant treasurer or other financial officer of the Borrower (reasonably acceptable to the Administrative Agent) stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 100 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Domestic Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Domestic Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Domestic Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants an opinion without a "going concern" or similar qualification or exception or a Credit Agreement qualification arising out of national standing reasonably the scope of the audit and otherwise acceptable to the Administrative Agent and including any management letters delivered by such of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Domestic Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Domestic Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect on the date hereof and (iviii) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Domestic Borrower stating either that such Chief Financial Officer has, after due inquiry, no knowledge that any Default has occurred and is continuing or, if the Chief Financial Officer has knowledge that a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Domestic Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion as to such audit report of KPMG LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause for each Fiscal Year (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 of this Agreement has occurred and is continuing, or if, in the opinion of such accounting firm, a such Default has occurred and is continuing, a statement as to the nature thereof, (y) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04 and (ivz) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) consolidating balance sheets and consolidating statements of income, in each case, of the Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated and, if otherwise provided, consolidating balance sheets of Parent and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated and, if otherwise provided, consolidating statements of incomeincome and a Consolidated statement of cash flows of Parent and its Subsidiaries for such Fiscal Year, cash flowsin each case accompanied by (i) an opinion as to such audit report of Ernst & Young, LLP or other independent public accountants of recognized standing acceptable to the Required Lenders and retained earnings(ii) a report of such independent public accountants as to Parent’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, in each case certified by independent certified public accountants of national standing reasonably acceptable in a manner to which the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders have not objected, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (y) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04 (z) a certificate of the Chief Financial Officer of Parent stating that (1) no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent has taken and proposes to take with respect thereto and (iv2) a Compliance Certificate executed by a Responsible Officer Parent and Borrower have paid to each appropriate taxing authority the full amount that each is required to pay in respect of the Borrower;income tax for such year.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year Fiscal Year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Holders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Holders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Purchasers stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuingcontinuing under Section 5.02(r) in respect of such Fiscal Year (as determined solely with reference to financial condition covenant maintenance by the Parent and its Subsidiaries as of the conclusion of the applicable Fiscal Year, rather than on a quarterly basis), or if, in the opinion of such accounting firm, a Default has occurred and is continuingcontinuing under Section 5.02(r) in respect of such Fiscal Year (as determined solely with reference to financial condition covenant maintenance by the Parent and its Subsidiaries as of the conclusion of the applicable Fiscal Year, rather than on a quarterly basis), a statement as to the nature thereof, (ii) beginning with the Fiscal Year ending December 31, 2005, a Financial Covenants Certificate stating the Issuer’s calculation of the ratios set forth in Section 5.02(r) for the last quarter of such Fiscal Year, a statement as to the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year, including a reasonably detailed description of such assets, with supporting documentation and in reasonable detail, and (iviii) a Compliance Financial Covenants Certificate executed stating that the representations and warranties in each Purchase Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a Responsible Officer specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that the Issuer has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year year, (commencing with fiscal year ending December 31I) consolidated statements of operations, 2007) cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheet of Borrower and its Consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after as at the end of such fiscal year): , setting forth in each case in comparative form (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such corresponding consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets information as of the end of such and for the preceding fiscal year to the extent such financial statements are available and (ii) the Borrower's and corresponding budget or plan for such consolidated Subsidiaries' statements of income, cash flowsperiod, and retained earningsaccompanied by an opinion, in each case certified by without a going concern or similar qualification or exception as to scope, thereon of Deloitte & Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to Co-Syndication Agents and the Administrative Agent Majority Lenders, which opinion shall state that said consolidated financial statements fairly present the consolidated financial condition, results of operations and including any management letters delivered by cash flows of Borrower and its Consolidated Subsidiaries as at the end of, and for, such accountants fiscal year in accordance with GAAP, consistently applied; and (II) consolidating statements of operations of Borrower and its Consolidated Subsidiaries for such year and the related consolidating balance sheet of Borrower and its Consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form (i) the corresponding consolidating information as of the end of and for the preceding fiscal year to the Borrower or any Subsidiary in connection with extent such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause financial statements are available and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower corresponding budget or plan for such period, (iii) a certificate of ; Borrower shall supply such accounting firm additional information and detail as to the Administrative Agent and the any item or items contained in any such statement that Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by may reasonably require; all such accounting firm financial statements will be prepared in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the BorrowerGAAP consistently applied;

Annual Financials. As soon as available and in any event by June 30, 2006 (unless the team of auditors preparing such annual audit report is not later than 120 from Deloitte & Touche or is not comprised of substantially the same individual auditors at Deloitte & Touche who prepared the annual audit report for Fiscal Year 2004, in which case, by September 30, 2006) for Fiscal Year 2005 and otherwise, within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year, in the case of Fiscal Year 2005, for Astoria and OPOS, and in the case of Fiscal Year 2006 and each year thereafter, for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by independent certified public accountants (i) an opinion as to such audit report of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thata Public Accountant, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Fiscal Year 2006 and the related financial information described in this clause (ii) with respect to APC instead of the Borrowerthereafter, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower and checked by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, if, as a matter of policy, the Public Accountant ceases to provide such certificates to clients generally (and not just to the Borrower), the Borrower shall not be required to provide the certificate described in this clause (ii) but shall provide a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04 and provided further, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible certificate of the senior Financial Officer of the Borrower;Parent stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Loan Parties have taken and proposes to take with respect thereto. If as a result of a change in generally accepted accounting principles, the Borrower is required to provide a reconciliation of financial statements as required by clause (ii) hereof or clause (c) below, and the Borrower shall so request, the Administrative Agent and the Lenders shall negotiate in good faith to amend the financial covenants in Section 5.04 and any other requirements of the Loan Documents affected by such change in generally accepted accounting principles to preserve the original intent thereof in light of such change in generally accepted accounting principles (subject to the approval of the Administrative Agent) and thereafter, the Borrower shall not be required to provide such reconciliations.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower General Partner and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the General Partner and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, a Consolidated statement of cash flows, flows and retained earningsstockholders’ equity of the General Partner and its Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably (i) an opinion acceptable to the Administrative Agent Required Lenders of KPMG LLP or other independent public accountants (without a “going concern” or like qualification or exception and including without any management letters delivered by such accountants qualification or exception as to the Borrower or any Subsidiary in connection with scope of such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause ) and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit a report of APC and such independent public accountants as to the related financial information described in this clause (ii) with respect to APC instead General Counsel’s internal controls required under Section 404 of the BorrowerXxxxxxxx-Xxxxx Act of 2002 certified in a manner to which the Required Lenders have not objected, and together with (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower General Partner and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (y) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the General Partner shall also provide a statement of reconciliation conforming such financial statements to GAAP and (ivz) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer (or person performing similar functions) of the General Partner stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the General Partner has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and its Subsidiaries (which may be the Parent Guarantor’s annual report on Form 10-K for such consolidated Subsidiariesyear), including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an unqualified opinion of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and Lender Parties (to the Lenders extent providing such a certificate does not violate generally-applicable policies of such accounting firm) stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent (to the extent providing such a schedule does not violate generally- applicable policies of such accounting firm) of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Chief Financial Officer (or person performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, its Subsidiaries including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified setting forth in comparative form the corresponding figures as of the end of and for the prior Fiscal Year and in each case accompanied by an opinion (unqualified as to scope and without a "going concern" or like qualification or exception) of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (c), provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a certificate of the Responsible Officer of the Borrower;Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than Within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year year, for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by independent certified public accountants (i) an opinion as to such audit report of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thata Public Accountant, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Fiscal Year 2006 and the related financial information described in this clause (ii) with respect to APC instead of the Borrowerthereafter, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower and checked by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, if, as a matter of policy, the Public Accountant ceases to provide such certificates to clients generally (and not just to the Borrower), the Borrower shall not be required to provide the certificate described in this clause (ii) but shall provide a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04 and provided further, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible certificate of the senior Financial Officer of the Borrower;Parent stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Loan Parties have taken and proposes to take with respect thereto. If as a result of a change in generally accepted accounting principles, the Borrower is required to provide a reconciliation of financial statements as required by clause (ii) hereof or clause (c) below, and the Borrower shall so request, the Administrative Agent and the Lenders shall negotiate in good faith to amend the financial covenants in Section 5.04 and any other requirements of the Loan Documents affected by such change in generally accepted accounting principles to preserve the original intent thereof in light of such change in generally accepted accounting principles (subject to the approval of the Administrative Agent) and thereafter, the Borrower shall not be required to provide such reconciliations.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a report setting forth all of the Borrower's IFN revenues and PRI revenues by circuit (or as otherwise agreed), (iii) the Borrower's calculation of the Senior Debt Ratio for the last quarter of such Fiscal Year and maximum Capital Expenditures for such Fiscal Year, a statement as to the amount of Debt of the Borrower outstanding under any Additional Facility and the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year (provided, that any such sale of assets individually or as part of a series of related transactions resulted in receipt of proceeds in excess of $100,000 in such Fiscal Year), and a statement of the Borrower's calculation of Excess Cash Flow for such Fiscal Year, each with supporting documentation and in reasonable detail, and (iv) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 ------------------ within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing an opinion with respect to the Consolidated statements reasonably acceptable to the Administrative Agent and including any management letters delivered by such Required Lenders of Xxxxxx Xxxxxxxx or other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by certificate of a Responsible Officer of the Borrower;, in substantially the form of Exhibit G hereto, stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year Fiscal Year (commencing beginning with fiscal year the Fiscal Year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K2003), a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, its Subsidiaries including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified setting forth in comparative form the corresponding figures as of the end of and for the prior Fiscal Year and in each case accompanied by an opinion (unqualified as to scope and without a "going concern" or like qualification or exception) of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04, provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a certificate of the Responsible Officer of the Borrower;Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuingcontinuing under Section 5.02(q) in respect of such Fiscal Year, or if, in the opinion of such accounting firm, a Default has occurred and is continuingcontinuing under Section 5.02(q) in respect of such Fiscal Year, a statement as to the nature thereof, (ii) beginning with the Fiscal Year ended December 31, 2005, a Financial Covenants Certificate stating the Borrower’s calculation of the ratios set forth in Section 5.02(q) for the last quarter of such Fiscal Year, a statement as to the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year, including a reasonably detailed description of such assets, and (iv) a Compliance Certificate executed by a Responsible Officer statement of the Borrower;’s calculation of Excess Cash Flow for such Fiscal Year, each with supporting documentation and in reasonable detail, and (iii) a Financial Covenants Certificate stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating balance sheets of Borrower and its Subsidiaries, as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating statements of incomeincome of the Borrower and its Subsidiaries, cash flows, and retained earningsfor such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budget for such Fiscal Year and in each case accompanied (in the case of such Consolidated financial statements) by an opinion of Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, (which opinion shall contain no qualification with respect to the fiscal year ending December 31, 2007 only, continuance of the requirements Borrower and its Subsidiaries as going concerns and shall state that such financial statements fairly present in all material respects the financial position of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Borrower and its Subsidiaries as at the dates indicated and the related financial information described results of their operations and cash flow for the periods indicated, in this clause each case in conformity with GAAP), together with (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof; provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 8.12, a statement of reconciliation conforming such financial statements to GAAP, and (ivb) a Compliance Certificate executed by a Responsible Officer of the Borrower;chief financial officer of the Borrower (i) stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect 77 thereto and (ii) containing a schedule in form and detail satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the financial covenants contained in Section 8.12, provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 8.12, a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than ----------------- within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year Fiscal Year for the Borrower Fox Kids and such consolidated its Subsidiaries, including therein the Borrower's Consolidated balance sheet of Fox Kids and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeoperations, stockholders' equity and cash flowsflows of Fox Kids and its Subsidiaries for such Fiscal Year, and retained earnings, in each case certified accompanied by an unqualified opinion or an opinion otherwise acceptable to the Required Lenders of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Required Lenders and (ii) unaudited Consolidated balance sheets of each of FCN Holding and its Subsidiaries, Saban and its Subsidiaries and the Surviving Corporation and its Subsidiaries as of the end of such Fiscal Year and unaudited Consolidated statements of operations, stockholders' equity and cash flows of each of FCN Holding and its Subsidiaries, Saban and its Subsidiaries and the Surviving Corporation and its Subsidiaries for such Fiscal Year, setting forth in comparative form, in the case of each such Consolidated balance sheet, the corresponding figures as of the last day of the immediately preceding Fiscal Year from the Consolidated balance sheet for such Persons for such immediately preceding Fiscal Year and, in the case of each such Consolidated statement of operations, stockholders' equity or cash flows, the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail, together with (A) a schedule in form reasonably satisfactory to the Administrative Agent and including any management letters delivered of the computations used by such accountants to in determining, as of the Borrower or any Subsidiary end of such Fiscal Year, compliance with the covenants contained in connection with such audit; provided thatSections 5.02(g)(i)(G), 5.02(h)(i)(G) and 5.04 (including with respect to the fiscal year ending December 31each such Section, 2007 onlywhere applicable, the requirements calculations of this clause (ii) with respect to the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Section, and the related financial information described in this clause (ii) with respect to APC instead calculation of the Borroweramount, ratio or percentage then in existence) and (B) unaudited in the event of any change in the generally accepted accounting principles used by such accountants in the preparation of the audited financial statements referred to in clause (i) of this Section 5.03(c), such accountants shall also provide a reasonably detailed description of such changes and, if and to the extent necessary for the determination of compliance with Section 5.02(g)(i)(G), 5.02(h)(i)(G) or 5.04, a statement of reconciliation conforming such audited financial statements to the generally accepted accounting principles applied in the preparation of the Consolidated financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower Fox Kids and its consolidated Subsidiaries (or APCfor the Fiscal Quarter ending September 30, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;1997.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of PricewaterhouseCoopers or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties, stating that, that in the course of the regular audit of the business consolidated financial statements of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.4, and a letter from such accountants confirming their agreement with the procedures used by the Borrower in such computations and verifying the mathematical accuracy of such computations, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.4, a statement of reconciliation conforming such financial statements to GAAP and provided further that the Borrower shall also provide, to the extent necessary, a balance sheet, statement of income and statement of cash flows that will exclude the Unrestricted Subsidiaries and Permitted Joint Ventures that existed during such reporting period and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Borrowers and such consolidated their Subsidiaries, including therein the Borrower's (a) Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Borrowers and their Subsidiaries as of the end of such fiscal year Fiscal Year, and the Borrower's (b) Consolidated and such consolidated Subsidiaries' consolidating statements of incomeincome and Consolidated and consolidating statements of cash flows of the Borrowers and their Subsidiaries, cash flows, and retained earningsfor such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budget for such Fiscal Year and in each case accompanied (in the case of such Consolidated financial statements) by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including of any management letters delivered by such accountants to the Borrower or any Subsidiary in connection "Big Five" accounting firm, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Borrowers and its consolidated Subsidiaries (or APC, if applicable), if anytheir Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (b) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Article 8, PROVIDED, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrowers shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such financial statements to GAAP and (ivc) a Compliance Certificate executed certificate signed on behalf of each Borrower by its chief financial officer of each Borrower stating that no Default has occurred and is continuing or, if a Responsible Officer of Default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that such Borrower has taken, is taking and/or proposes to take with respect thereto.

Annual Financials. (i) As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income 77 and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including any management letters delivered by such of Coopers & Lybrxxx xx other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (c), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ivC) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) as soon as available and in any event within 90 days after the end of the Fiscal Year ending on December 31, 1997, a certified copy of the pro forma Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries (after giving effect to the Acquisition and the other transactions contemplated by the Loan Documents) as of the end of such Fiscal Year and pro forma Consolidated and consolidating statements of income and a pro forma Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, as such balance sheets and statements of income and cash flows will be included in any offering memorandum prepared in connection with any Refinancing.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Consolidated Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated and consolidating statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case certified accompanied by (x) an opinion of KPMG, LLP (or any other so-called “Big Four” accounting firm), Gxxxx Xxxxxxxx LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatRequired Lenders, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year which opinion shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm prepared in accordance with generally accepted auditing standards, and (y) if applicable, a report of such accounting firm has obtained independent public accountants as to the Parent Guarantor’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, together with (i) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrowers in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrowers shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrowers stating that (A) no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and the action that the Borrowers have taken and propose to take with respect thereto and (ivB) a Compliance Certificate executed by a Responsible Officer the Debt Yield as of the Borrower;last day of Fiscal Year (together with supporting evidence reasonably acceptable to the Administrative Agent).

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Holdings and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of Holdings and its Subsidiaries and a consolidating balance sheet of the Borrower's Borrower and such consolidated its Restricted Subsidiaries' balance sheets , in each case, as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flowsFiscal Year, and retained earningsa Consolidated statement of income and a Consolidated statement of cash flows of Holdings and its Subsidiaries and a consolidating statement of income and a consolidating statement of cash flows of the Borrower and its Restricted Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of Holdings and its Subsidiaries and the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anyRestricted Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iv) a Compliance Certificate executed by a Responsible Officer copy of the Borrower;annual management letter prepared by such independent public accountants.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower General Partner and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the General Partner and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, a Consolidated statement of cash flows, flows and retained earningsstockholders’ equity of the General Partner and its Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably (i) an opinion acceptable to the Administrative Agent Required Lenders of KPMG LLP or other independent public accountants (without a “going concern” or like qualification or exception and including without any management letters delivered by such accountants qualification or exception as to the Borrower or any Subsidiary in connection with scope of such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause ) and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit a report of APC and such independent public accountants as to the related financial information described in this clause (ii) with respect to APC instead General Counsel’s internal controls required under Section 404 of the BorrowerXxxxxxxx-Xxxxx Act of 2002, and (B) unaudited which report shall not show any material deterioration in such controls since the date of the last audited financial statements of the type described in this clause General Partner and its subsidiaries, together with (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower General Partner and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm Xxxxxxx -- Credit Agreement (71) has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (y) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the General Partner shall also provide a statement of reconciliation conforming such financial statements to GAAP and (ivz) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer (or person performing similar functions) of the General Partner stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the General Partner has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 92 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Company and such consolidated its Subsidiaries, including therein Consolidated and, to the Borrower's extent required by the auditor of the Company and such consolidated its Subsidiaries' , consolidating balance sheets of the Company and its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated and, to the Borrower's extent required by the auditor of the Company and such consolidated its Subsidiaries' , consolidating statements of income, income and a Consolidated statement of cash flows, flows of the Company and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Holders of KPMG LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Holders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm the Chief Financial Officer to the Administrative Agent and the Lenders Purchaser stating that, that in the course of the regular audit of the business of the Borrower Company and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has not indicated to such Chief Financial Officer that it had obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (ivii) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Company stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Company has taken and proposes to take with respect thereto and (iii) copies of the management comment letter or recommendations, if any, of KPMG LLP or other independent accountants of recognized standing acceptable to the Required Holders addressed to the management of the Company in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them.

Annual Financials. As soon as available and in any event not later than 120 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 20072019) of the Borrower and its Subsidiaries, on a consolidated Subsidiaries basis (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent Agent, and such later date approved by the SEC may not be a date later than 120 105 days after the end of such fiscal year): ), a certificate of a Responsible Officer of the Borrower certifying that attached thereto are true and correct copies of: (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such its Subsidiaries, on a consolidated Subsidiariesbasis, including therein the Borrower's and such ’s consolidated Subsidiaries' balance sheets sheet as of the end of such fiscal year and the Borrower's and such ’s consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent without a “going concern” or like qualification or exception to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries in accordance with GAAP consistently applied, and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its Subsidiaries, on a consolidated Subsidiaries (or APC, if applicable), if anybasis, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by Certificate, as described in Section 8.06(c), (v) a Responsible Officer of the BorrowerProduction Report as described in Section 8.06(d), and (vi) a Hedging Report as described in Section 8.06(e);

Annual Financials. As soon as available and in any event not later than 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable)Subsidiaries, if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;

Annual Financials. As soon as available and in any event not later than 120 within 110 days after the end of each fiscal year (commencing with fiscal year ending December 31of Terra, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such Terra will furnish to the Administrative Agent Agent, with sufficient copies for each Lender and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-Keach Issuing Bank, a copy of the annual audit report for such year for the Borrower Terra and such consolidated its Subsidiaries, including therein the Borrower's a Consolidated balance sheet of Terra and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and cash flows, and retained earningsstatements of earnings by product line, of Terra and its Subsidiaries for such fiscal year, setting forth in each case certified in comparative form the corresponding figures for the preceding fiscal year accompanied by an unqualified opinion of Deloitte & Touche or other independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided stating that, with respect to the fiscal year ending December 31except as expressly disclosed therein, 2007 onlysaid Consolidated financial statements present fairly, in all material respects, the requirements Consolidated financial position and results of this clause (ii) with respect to operations of Terra and its Consolidated Subsidiaries as of the last day of, and for, such fiscal year shall be satisfied by delivering year, together with (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Terra and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof (it being understood that said accountants shall have no liability to the Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default or Event of Default), (ii) a schedule in form satisfactory to the Agent of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04 and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Senior Financial Officer (A) stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Terra has taken and proposes to take with respect thereto, (B) stating that since December 31, 1994, there has been no Material Adverse Change with respect to Terra and (C) providing a comparison between the financial position and results of operations set forth in such financial statements with the comparable information set forth in the financial projections and budget most recently delivered pursuant to Section 5.03(m) of the Original Credit Agreement, Section 5.03(l) of the Existing Credit Agreement or Section 5.03(l). Credit Agreement ---------------- - 92 -

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated and, if otherwise provided, consolidating balance sheets of Parent and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated and, if otherwise provided, consolidating statements of incomeincome and a Consolidated statement of cash flows of Parent and its Subsidiaries for such Fiscal Year, cash flowsin each case accompanied by (i) an opinion as to such audit report of Ernst & Young, LLP or other independent public accountants of recognized standing acceptable to the Required Lenders and retained earnings(ii) a report of such independent public accountants as to Parent’s internal controls required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, if any, in each case certified by independent certified public accountants of national standing reasonably acceptable in a manner to which the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders have not objected, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Administrative Agent and the Required Lenders of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04 and (ivC) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Administrative Borrower stating that (1) no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that has been taken and is proposed with respect thereto and (2) Parent and its Subsidiaries have paid to each appropriate taxing authority the full amount that each is required to pay in respect of income tax for such year.

Annual Financials. As soon as available and in any event not later than 120 within (x) with respect to the Fiscal Year ending December 31, 1998, one hundred twenty (120) days after the end of such Fiscal Year, and (y) thereafter, ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a consolidated (or combined, as applicable) balance sheet of the Borrower's Borrower and such consolidated its Subsidiaries' balance sheets , as of the end of such fiscal year Fiscal Year and a consolidated (or combined, as applicable) statement of income and a consolidated (or combined, as applicable) statement of cash flows of the Borrower's Borrower and its Subsidiaries, for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified setting forth in comparative form (in accordance with GAAP) the corresponding figures for the prior Fiscal Year and in each case accompanied by an unqualified opinion of an independent certified public accountants accountant of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatAgent, with respect to together (except for the fiscal year ending December 31, 2007 only, the requirements of this clause (ii1998) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, nothing has come to the attention of such accounting firm has obtained no knowledge that a Default has occurred and is continuingcaused it to believe that the Borrower or its Subsidiaries was not in compliance with Article 8 or Section 6.17 of this Agreement, or if, in the opinion of such accounting firm, such a Default has occurred and is continuing, a statement as to the nature thereof; PROVIDED, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such financial statements to GAAP and (ivb) a certificate of the Chief Financial Officer of the Borrower stating, on behalf of the Borrower, that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto. With respect to the financial statements covering the Fiscal Year ending December 31, 1998, such financial statements shall be accompanied by a Compliance Certificate executed by and a Responsible Officer schedule of the Borrower;type provided in clauses (i) and (ii), respectively, of Section 7.3 above.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Consolidated Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated and consolidating statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case certified accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent, and (y) a report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, but only to the extent the Borrower is subject to Section 404, in each case certified in a manner to which the Required Lenders have not objected, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent and including any management letters delivered of the computations used by such accountants to in determining, as of the Borrower or end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any Subsidiary change in connection with GAAP used in the preparation of such audit; provided that, with respect to the fiscal year ending December 31, 2007 onlyfinancial statements, the requirements Parent Guarantor shall also provide, if necessary for the determination of this clause compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course Chief Financial Officer (or other Responsible Officer) of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained Parent Guarantor stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Parent Guarantor has taken and proposes to take with respect thereto. 109

Annual Financials. As The Issuer shall deliver to the Trustee, as soon as available and available, but in any event not later than within 120 days (or such earlier date on which the Issuer is required to file a Form 10-K under the Exchange Act, if applicable) after the end of each fiscal year (commencing of the Issuer, beginning with the fiscal year ending December 31, 2007) 2019, a consolidated balance sheet of the Borrower Issuer and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year year, and the Borrower's and such related consolidated Subsidiaries' statements of income, cash flowsflows and stockholders’ equity for such fiscal year, and retained earnings, setting forth in each case certified in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP, with such consolidated financial statements to be audited and accompanied by (i) a report and opinion of the Issuer’s independent certified public accountants accounting firm of national recognized standing reasonably acceptable in the United States (which report and opinion shall be prepared in accordance with GAAP), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Issuer as of the dates and for the periods specified in accordance with GAAP, and (ii) (if and only if the Issuer is required to comply with the internal control provisions pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 requiring an attestation report of such independent certified public accounting firm) an attestation report of such independent certified public accounting firm as to the Administrative Agent and including any management letters delivered by Issuer’s internal controls pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 attesting that such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, internal controls meet the requirements of this clause (ii) with respect to such fiscal year the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that the Issuer shall be satisfied deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by delivering the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (A) or its successor). Such consolidated financial statements shall be certified by a Financial Officer as, to his or her knowledge, fairly presenting, in all material respects, the annual audit report consolidated financial condition, results of APC operations and the related financial information described in this clause (ii) with respect to APC instead cash flows of the Borrower, Issuer and (B) unaudited financial statements its Subsidiaries as of the type described in this clause (ii) with respect to dates and for the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm periods specified in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;GAAP consistently applied.

Annual Financials. As soon as available and in any event not later than 120 ----------------- within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's audited Consolidated and such consolidated Subsidiaries' unaudited consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's audited Consolidated and such consolidated Subsidiaries' unaudited consolidating statements of income, income and cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified with respect to such audited balance sheets and statements of income and cash flow accompanied by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including any management letters delivered by such of Xxxxxx Xxxxxxxx LLP or other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Administrative Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f) and 6.04 and including a comparison of the results for such Fiscal Year to the results for such Fiscal Year set forth in the forecast delivered pursuant to Section 6.03(l), and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief executive officer, chief financial officer, treasurer or controller of the Borrower (A) stating that the representations and warranties in Section 5.01 are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto, and (B) verifying, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f) and 6.04, and the computations (which shall be set forth therein) used in determining such compliance. Notwithstanding the foregoing, Borrower shall not be required to report consolidating numbers with respect to Smart & Final de Mexico, S.A. de C.V.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of PricewaterhouseCoopers LLC or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) Consolidating balance sheets of the Parent Guarantor and the Borrowers as of the end of such Fiscal Year and Consolidating statements of income and cash flows of the Parent Guarantor and the Borrowers for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer of the Parent Guarantor as having been prepared in accordance with GAAP and (iv) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the Parent Guarantor stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year Fiscal Year for the Borrower and such consolidated SubsidiariesConsolidated Group, including therein the Borrower's consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Consolidated Group as of the end of such fiscal year Fiscal Year and the Borrower's consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a consolidated statement of cash flows, and retained earningsflows of the Consolidated Group for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Deloitte & Touche or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anyConsolidated Group, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by certificate of a Responsible Officer of the Borrower;Borrower stating that (A) such officer has individually reviewed the provisions of this Agreement; (B) a review of the activities of the Consolidated Group during such year or quarterly period, as the case may be, has been made by such officer or under such officer's supervision, with a view to determining whether the Borrower and the Parent have fulfilled all of their obligations under this Agreement; and (C) to the best of such officer's knowledge, the Borrower and the Parent have observed and performed each undertaking contained in this Agreement and are not in default in the observance or performance of any of the provisions hereof or, if in default, specifying all such defaults and events of which such officer may have knowledge.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and its Subsidiaries (which may be the Parent Guarantor's annual report on Form 10-K for such consolidated Subsidiariesyear), including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an unqualified opinion of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and Lender Parties (to the Lenders extent providing such a certificate does not violate generally-applicable policies of such accounting firm) stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent (to the extent providing such a schedule does not violate generally-applicable policies of such accounting firm) of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Chief Financial Officer (or person performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Alliance Credit Agreement 83 83 Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Deloitte & Touche LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Paying Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Chief Financial Officer (or person performing similar functions) of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KBorrower, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and cash flows, flows of the Borrower and retained earningsits Subsidiaries for such fiscal year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Price Waterhouse LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that such accounting firm has reviewed Section 6.4 hereof (including all relevant definitions) and in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form and detail satisfactory to the Agent of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 6.4 and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Borrower signed on behalf of the Borrower by its chief financial officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not no later ----------------- than 120 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower such Loan Party and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of such Loan Party and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and cash flows, flows of such Loan Party and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Coopers & Xxxxxxx LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower such Loan Party and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, the Fixed Charge Coverage Ratio contained in Section 5.02(f)(vii)(A) and, during a Restricted Capex Period, Section 5.02(f)(vii)(C), (iii) a certificate of the chief financial officer of such Loan Party stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that such Loan Party has taken and proposes to take with respect thereto, (iv) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a Compliance Certificate executed by a Responsible Officer statement of reconciliation conforming such financial statements to GAAP and (v) copies of management discussions distributed to any member of the Borrower;Investor Group other than Xxxxxx X'Xxxxxx.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and Consolidated statement of cash flows, flows of the Parent and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion as to such audit report of KPMG LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause for each Fiscal Year (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 of this Agreement has occurred and is continuing, or if, in the opinion of such accounting firm, a such Default has occurred and is continuing, a statement as to the nature thereof, (y) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04 and (ivz) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto, (ii) consolidating balance sheets and consolidating statements of income, in each case, of the Parent and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP and (iii) Consolidated balance sheets and Consolidated statements of income, in each case, of the Borrower and its Subsidiaries for such Fiscal Year,all in reasonable detail and duly certified by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of Parent and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of Parent and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an unqualified opinion of independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Loan Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer of Parent stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent has taken and proposes to take with respect thereto, (iv) a Compliance Certificate executed by a Responsible Officer management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the Borrower;end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate. 132

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating balance sheets of Borrower and its Subsidiaries, as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating statements of incomeincome of the Borrower and its Subsidiaries, cash flows, and retained earningsfor such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year (provided that with respect to the first Fiscal Year following the Closing Date, such comparative financial statements shall be prepared on a pro forma basis after giving effect to the Transaction) and the corresponding figures from the budget for such Fiscal Year and in each case accompanied (in the case of such Consolidated financial statements) by an opinion of Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatAgent, (which opinion shall contain no qualification with respect to the fiscal year ending December 31, 2007 only, continuance of the requirements Borrower and its Subsidiaries as going concerns and shall state that such financial statements fairly present in all material respects the financial position of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Borrower and its Subsidiaries as at the dates indicated and the related financial information described results of their operations and cash flow for the periods indicated, in this clause each case in conformity with GAAP), together with (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof; provided, and that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such financial statements to GAAP, (ivb) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (c) a schedule in form and detail satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the financial covenants contained in Article 8, provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 15 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings they are required to be filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KSEC, a copy of the annual audit report for such year for the Borrower AYE and such consolidated Subsidiaries, its Subsidiaries including therein the Borrower's a Consolidated balance sheet of AYE and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated statement of income and a Consolidated statement of cash flows of AYE and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by independent certified public accountants of national standing a report that is unqualified or is otherwise reasonably acceptable to the Administrative Agent and including any management letters delivered by Required Lenders of Pricewaterhouse Coopers (or such other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Required Lenders), as filed with such audit; provided thatthe SEC, with respect to the fiscal year ending December 31together with, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such periodeach Fiscal Year, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower AYE and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, nothing has come to such accounting firm's attention that would cause it to believe that AYE has failed to comply with the covenants set forth in Section 5.04, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by AYE and used by such accounting firm has obtained in determining, as to the fourth quarter of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, AYE shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date and (iii) a certificate of the Chief Financial Officer of AYE stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that AYE has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided HOUSTON\2067330.8 -55- that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's ’s and such consolidated Subsidiaries' ’ balance sheets as of the end of such fiscal year and the Borrower's ’s and such consolidated Subsidiaries' ’ statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable)Subsidiaries, if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's audited Consolidated and such consolidated Subsidiaries' unaudited consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's audited Consolidated and such consolidated Subsidiaries' unaudited consolidating statements of income, income and cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified with respect to such audited balance sheets and statements of income and cash flow accompanied by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including any management letters delivered by such of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Administrative Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f) and 6.04 and including a comparison of the results for such Fiscal Year to the results for such Fiscal Year set forth in the forecast delivered pursuant to Section 6.03(l), and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief executive officer, chief financial officer, treasurer or controller of the Borrower (A) stating that the representations and warranties in Section 5.01 are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto, and (B) verifying, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f) and 6.04, and the computations (which shall be set forth therein) used in determining such compliance. Notwithstanding the foregoing, Borrower shall not be required to report consolidating numbers with respect to Smart & Final de Mexico, S.A. de C.V.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating balance sheets of Borrower and its Subsidiaries, as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating statements of incomeincome and consolidating statements of cash flows of the Borrower and its Subsidiaries, cash flows, and retained earningsfor such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budget for such Fiscal Year and in each case accompanied (in the case of such Consolidated financial statements) by an opinion acceptable to the Administrative Agent of Deloitte & Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatAgent, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead consent of the BorrowerRequired Lenders, and together with (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (b) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Article 8, PROVIDED, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such financial statements to GAAP and (ivc) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31of Global, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Global and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of Global and its Subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and cash flows, flows of Global and retained earningsits Subsidiaries for such fiscal year, in each case certified accompanied by an opinion acceptable to the Required Lenders of the independent certified public accountants of national Global, who shall be of recognized standing reasonably acceptable to the Administrative Agent Required Lenders and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to a Consolidated unaudited balance sheet of Global Operations, KCL Holdings, IMC Global Potash Holdings and the Joint Venture Company and its Subsidiaries and of the Joint Venture Company as of the end of such fiscal year shall be satisfied by delivering and Consolidated unaudited statements of income and cash flows of such Borrower and its Subsidiaries and of the Joint Venture Company for such fiscal year, together with (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Global and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Agents of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04 and (ivC) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;treasurer or chief financial officer of Global stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that Global has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion as to such audit report of independent public accountants of recognized standing acceptable to the Administrative Agent, (ii) a report of such independent public accountants as to the Borrower's and such consolidated Subsidiaries' statements internal controls required under Section 404 of income, cash flows, and retained earningsthe Sarbanes-Oxley Act of 2002, in each case certified by independent certified public accountants of national standing in a maxxxx xx xxxxx the Required Lenders have not reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary objected in connection writing, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiiw) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (x) if the General Partner has any Unrestricted Subsidiaries, a consolidating balance sheet, consolidating statement of income and a consolidating statement of cash flows, in each case of the General Partner and its Subsidiaries (ivshowing the General Partner and its Subsidiaries (other than Unrestricted Subsidiaries), taken as a whole, and the Unrestricted Subsidiaries of the General Partner, taken as a whole) a Compliance Certificate executed as at the end of such Fiscal Year certified by a Responsible Officer of the Borrower;General Partner, and (y) a certificate of the Responsible Officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto. In the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the General Partner shall also provide a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a report setting forth all of the Borrower's IFN revenues and PRI revenues by circuit (or as otherwise agreed by the Administrative Agent), (iii) a Financial Covenants Certificate stating the Borrower's calculation of the ratios set forth in Section 5.02(q) for the last quarter of such Fiscal Year, a statement as to the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year (provided, that any such sale of assets individually or as part of a series of related transactions resulted in receipt of proceeds in excess of $100,000 in such Fiscal Year), and a statement of the Borrower's calculation of Excess Cash Flow for such Fiscal Year, each with supporting documentation and in reasonable detail, and (iv) a Compliance Financial Covenants Certificate executed stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a Responsible Officer specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion as to such audit report of independent public accountants of recognized standing acceptable to the Administrative Agent, (ii) a report of such independent public accountants as to the Borrower's and such consolidated Subsidiaries' statements ’s internal controls required under Section 404 of income, cash flows, and retained earningsthe Xxxxxxxx-Xxxxx Act of 2002, in each case certified by independent certified public accountants of national standing in a manner to which the Required Lenders have not reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary objected in connection writing, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiiw) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (x) if the General Partner has any Unrestricted Subsidiaries, a consolidating balance sheet, consolidating statement of income and a consolidating statement of cash flows, in each case of the General Partner and its Subsidiaries (ivshowing the General Partner and its Subsidiaries (other than Unrestricted Subsidiaries), taken as a whole, and the Unrestricted Subsidiaries of the General Partner, taken as a whole) a Compliance Certificate executed as at the end of such Fiscal Year certified by a Responsible Officer of the Borrower;General Partner, (y) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04 and certified by a Responsible Officer of the General Partner, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the General Partner shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (z) a certificate of the Responsible Officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 90 days after the end of each fiscal year (of the Borrower and its consolidated Subsidiaries, commencing with the fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): 2006: (i) the Form 10-K filed with the SEC for such fiscal year end, if any (iiA) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's ’s and such consolidated Subsidiaries' ’ balance sheets as of the end of such fiscal year and the Borrower's ’s and such consolidated Subsidiaries' ’ statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable)Subsidiaries, if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (ivC) a Compliance Certificate executed by a Responsible Officer of the Borrower; and (ii) if requested by the Administrative Agent, a copy of the unaudited annual consolidating financial statements of each of its Subsidiaries, if any, including therein such Subsidiary’s balance sheet and statements of income, cash flows, and retained earnings for such fiscal year;

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuingcontinuing pursuant to Section 5.02(q) in respect of such Fiscal Year, or if, in the opinion of such accounting firm, a Default has occurred and is continuingcontinuing under Section 5.02(q) in respect of such Fiscal Year, a statement as to the nature thereof, (ii) beginning with the Fiscal Year ended December 31, 2005, a Financial Covenants Certificate stating the Borrower’s calculation of the ratios set forth in Section 5.02(q) for the last quarter of such Fiscal Year, a statement as to the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year, including a reasonably detailed description of such assets and (iv) a Compliance Certificate executed by a Responsible Officer statement of the Borrower;’s calculation of Excess Cash Flow for such Fiscal Year, each with supporting documentation and in reasonable detail, and (iii) a Financial Covenants Certificate stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 ----------------- 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SECParent, if as applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower, the Parent and their respective Subsidiaries (separately aggregated for (i) the Borrower and such consolidated Subsidiaries, including therein the Borrower's Subsidiaries [including the Permitted Other Subsidiaries], and such consolidated (ii) the Parent and the Parent's Subsidiaries' balance sheets ) as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' related Consolidated statements of income, shareholders' equity and cash flowsflows of the Borrower, the Parent and their respective Subsidiaries (separately aggregated for (i) the Borrower and the Borrower's Subsidiaries [including the Permitted Other Subsidiaries], and retained earnings(ii) the Parent and the Parent's Subsidiaries) for such fiscal year, and the corresponding figures as at the end of, and for, the preceding fiscal year, in each case certified by Coopers & Xxxxxxx L.L.P. or other independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent Agents and including including, if requested by either Agent, any management letters delivered by such accountants to the Borrower or any Subsidiary the Parent in connection with such audit; provided that, audit together with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Banks stating that, in the course of the regular audit of the business of the Borrower Borrower, the Parent and its consolidated Subsidiaries (or APC, if applicable), if anytheir respective Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and together with (ivA) a Compliance Certificate duly executed by a Responsible Officer and (B) a completed Borrowing Base Certificate duly executed by a Responsible Officer setting forth the components of the Borrowing Base as of the last day of the immediately preceding calendar year and (ii) statements of the Capital Expenditures, expenditures for FF&E and operating income of each Hotel Property owned by the Borrower;, the Parent or any of their respective Subsidiaries and for all such Hotel Properties in the aggregate (separately aggregated for (i) the Borrower and the Borrower's Subsidiaries [including the Permitted Other Subsidiaries], and (ii) the Parent and the Parent's Subsidiaries). During the occurrence of an Event of Default, either Agent can require that the audited financial statements required under this Section 5.06(c) be provided for each of such Hotel Properties on a Consolidated and consolidating basis.

Annual Financials. As soon as available and in any event not later than Within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year year, for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by independent certified public accountants (i) an opinion as to such audit report of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thata Public Accountant, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Fiscal Year 2006 and the related financial information described in this clause (ii) with respect to APC instead of the Borrowerthereafter, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower and checked by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, if, as a matter of policy, the Public Accountant ceases to provide such certificates to clients generally (and not just to the Borrower), the Borrower shall not be required to provide the certificate described in this clause (ii) but shall provide a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04 and provided further, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible certificate of the senior Financial Officer of the Borrower;Parent stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Loan Parties have taken and proposes to take with respect thereto. If as a result of a change in generally accepted accounting principles, the Borrower is required to provide a reconciliation of financial statements as required by clause (ii) hereof or clause (c) below, and the Borrower shall so request, the Administrative Agent and the Lenders shall negotiate in good faith to amend the financial covenants in Section 5.04 and any other requirements of the Loan Documents affected by such change in generally accepted accounting principles to preserve the original intent thereof in light of such change in generally accepted accounting principles (subject to the approval of the Administrative Agent) and thereafter, the Borrower shall not be required to provide such reconciliations.

Annual Financials. As soon as available and in any event not later than 120 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 20072011) of the Borrower and its Subsidiaries, on a consolidated Subsidiaries basis (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 90 days after the end of such fiscal year): ), a certificate of a Responsible Officer of the Borrower certifying that attached thereto are true and correct copies of: (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such its Subsidiaries, on a consolidated Subsidiariesbasis, including therein the Borrower's and such consolidated Subsidiaries' balance sheets sheet as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its Subsidiaries, on a consolidated Subsidiaries (or APC, if applicable), if anybasis, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by Certificate, as described in Section 5.06(c), (v) a Responsible Officer of the BorrowerProduction Report as described in Section 5.06(d), and (vi) a Hedging Report as described in Section 5.06(e);

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Deloitte & Touche LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such Alliance Term Loan Agreement accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations, if any, used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing beginning with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only1998, consolidated and consolidating statements of operations, cash flows and stockholders' equity of Borrower and its Consolidated Subsidiaries for such year and the requirements related consolidated and consolidating balance sheet of Borrower and its Consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form (i) the corresponding consolidated and consolidating information as of the end of and for the preceding fiscal year (provided that for purposes of any fiscal year ending on or prior to the first anniversary after the Closing Date, this clause (iii) with respect to such shall only require a pro forma consolidated statement of operations for the preceding fiscal year shall be satisfied by delivering (Athat gives effect to the Transactions as if they occurred on the first day of such preceding fiscal year and consolidating information as of the end of and for the preceding fiscal year) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower corresponding budget or plan for such period, (iii) a certificate and accompanied by an opinion, without material qualification, thereon of such accounting firm to independent certified public accountants of recognized national standing, which opinion shall state that said consolidated and consolidating financial statements fairly present the Administrative Agent consolidated and the Lenders stating thatconsolidating financial condition, in the course results of the regular audit operations and cash flows of the business of the Borrower and its consolidated Consolidated Subsidiaries (or APCas at the end of, if applicable)and for, if any, which audit was conducted by such accounting firm fiscal year in accordance with generally accepted auditing standardsGAAP, consistently applied; Borrower shall supply such accounting firm has obtained no knowledge that a Default has occurred additional information and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement detail as to any item or items contained on any such statement that Lenders (to the nature thereofextent applicable) may reasonably require; all such information will be prepared in accordance with GAAP consistently applied; in addition, Borrower shall provide consolidated financial statements for Foreign Subsidiaries (if any) for the same periods in fiscal years 1998 and (iv) a Compliance Certificate executed by a Responsible Officer of thereafter substantially consistent with the Borrowerforegoing;

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Restricted Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Restricted Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Restricted Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Xxxxx Xxxxxxxx or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent Required Lenders (without a “going concern” or like qualification or exception and including without any management letters delivered by such accountants qualification or exception to the Borrower or any Subsidiary in connection with scope of such audit; provided that, with respect ) to the fiscal year ending December 31, 2007 only, effect that such Consolidated financial statements present fairly in all material respects the requirements financial condition and results of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead operations of the BorrowerBorrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and together with (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anyRestricted Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a an Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a an Event of Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) (A) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) a schedule in form satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04.

Annual Financials. As soon as available and in any event not later than 120 within ----------------- 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Parent Borrower and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Parent Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated statement of cash flows, flows of the Parent Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Coopers & Xxxxxxx L.L.P. or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent Agents and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Parent Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that in the event of any -------- change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the Parent Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than within (x) in the case of the Fiscal Year ending on December 31, 2006, 120 days, and (y) in the case of all subsequent Fiscal Years, 90 days after the end of each fiscal year Fiscal Year, (commencing with fiscal year ending December 31, 2007i) audited combined financial statements of the Borrower and its consolidated the Group II Holding Companies including their respective Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent that such company is not otherwise provided in such Form 10a Non-KRecourse Subsidiary) including combined balance sheets, a copy statements of the annual audit report for such year for income and statements of cash flows of the Borrower and the Group II Holding Companies including their respective Subsidiaries (to the extent that such consolidated Subsidiariescompany is not a Non-Recourse Subsidiary) for such Fiscal Year, including therein the Borrower's all prepared in accordance with GAAP and LSP Gen Finance Special L/C Facility Agreement accompanied by an opinion as to such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' audited financial statements of incomeDeloitte & Touche, cash flowsErnst & Young, and retained earningsKPMG LLP, in each case certified by Pricewaterhouse Coopers or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to (the Borrower or any Subsidiary in connection with such audit; provided that“Public Accountant”), with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated the Group II Holding Companies including their respective Subsidiaries (or APC, if applicableto the extent that such company is not a Non-Recourse Subsidiary), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower and checked by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, if (x) as a matter of policy, the Public Accountant ceases to provide such certificates to clients generally (and not just for the Borrower and the Group II Holding Companies including their respective Subsidiaries), the Borrower and the Group II Holding Companies including their respective Subsidiaries), shall not be required to provide the certificate described in this clause (ii) but shall provide a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04, (y) in the event of any change in accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP and (ivz) the Borrower’s expected Public Accountant does not as of the Effective Date as a matter of policy provide the certificate referred to in this clause (ii), and (iii) a Compliance Certificate executed by a Responsible certificate of the Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Loan Parties have taken and proposes to take with respect thereto. If as a result of a change in GAAP, the Borrower is required to provide a reconciliation of financial statements as required by clause (ii) hereof or clause (c) below, and the Borrower shall so request, the Administrative Agent and the Required Lenders shall negotiate in good faith to amend the financial covenants in Section 5.04 and any other requirements of the Loan Documents affected by such change in GAAP to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Administrative Agent) and thereafter, the Borrower shall not be required to provide such reconciliations.

Annual Financials. As soon as available and in any event within ----------------- (i) 90 days after the Closing Date, audited financial statements for the Borrower and its Subsidiaries and for Pioneer, on a Consolidated and consolidating basis (as applicable, and recognizing that the consolidating financial statements will not later than 120 be audited), consisting of balance sheets as at December 31, 1998 and the related statements of operations, income, stockholders' equity and cash flows and (ii) 90 days after the end of each fiscal year Fiscal Year (commencing with fiscal year ending December 31the 1999 Fiscal Year), 2007) of audited financial statements for the Borrower and its consolidated Subsidiaries on a Consolidated and consolidating basis (recognizing that the consolidating financial statements will not be audited), consisting of balance sheets and statements of operations, income, stockholders' equity and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements referred to in clauses (i) and (ii) shall be prepared in accordance with GAAP, certified without qualification, by an independent certified public accounting firm of national standing or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such otherwise acceptable to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any Agent. The financial statements required by clause (ii) above shall be accompanied by (A) a Quarterly Compliance Certificate, (ii) a letter from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention during such audit examination to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, provided that such letter can be obtained without any additional cost to any Loan Party, and (iii) the annual letters to such accountants (to the extent not otherwise provided in such Form 10subject to attorney-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary client privilege) in connection with such audit; provided that, with respect their audit examination detailing contingent liabilities and material litigation matters. Requirements to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related provide audited financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) hereunder with respect to the Borrower and its Subsidiaries on a Consolidated basis may be satisfied by providing the same financial information for Holdings and its Subsidiaries on a Consolidated basis so long as the requisite adjustments for such period, (iii) alternate presentation are clearly shown therein in a certificate of such accounting firm manner satisfactory in form and substance to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;Required Lenders.

Annual Financials. As soon as available and in any event not later than 120 within 92 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein Consolidated and, to the Borrower's extent required by the auditor of the Borrower and such consolidated its Subsidiaries' , consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated and, to the Borrower's extent required by the auditor of the Borrower and such consolidated its Subsidiaries' , consolidating statements of income, income and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of KPMG LLC or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm the Chief Financial Officer to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has not indicated to such Chief Financial Officer that it had obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the Chief Financial Officer in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iv) a Compliance Certificate executed by a Responsible Officer copies of the Borrower;management comment letter or recommendations, if any, of KPMG LLC or other independent accountants of recognized standing acceptable to the Required Lenders addressed to the management of the Borrower in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and its Subsidiaries (which may be the Parent Guarantor’s annual report on Form 10-K for such consolidated Subsidiariesyear), including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an unqualified opinion of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders (to the extent providing such a certificate does not violate generally-applicable policies of such accounting firm) stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent (to the extent providing such a schedule does not violate generally-applicable policies of such accounting firm) of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Chief Financial Officer (or person performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of Parent and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of Parent and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an unqualified opinion of independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Loan Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer of Parent stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent has taken and proposes to take with respect thereto, (iv) a Compliance Certificate executed by a Responsible Officer management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the Borrower;end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year Fiscal Year, (commencing with fiscal year ending December 31, 2007i) a copy of the Borrower annual audit report for such year for the Parent and its consolidated Subsidiaries, including therein a Consolidated balance sheet of the Parent and its Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices as of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Form 10-K filed with the SEC Parent and its Subsidiaries for such fiscal year end, if any Fiscal Year and (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, its Subsidiaries including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Parent stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent and the Borrower have taken and proposes to take with respect thereto.

Annual Financials. As soon as available practicable and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report or the report on Form 10-K which Ceradyne files with the Securities and Exchange Commission for such year for the Borrower Ceradyne and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of Ceradyne and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated statement of cash flows, flows of Ceradyne and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including any management letters delivered by such accountants of an independent public accountant of recognized standing acceptable to the Borrower or any Subsidiary in connection Administrative Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Ceradyne and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower and such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Ceradyne shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a schedule of all Material Contracts of Ceradyne and its Subsidiaries as of the end of such Fiscal Year, certified as true and complete by the Chief Financial Officer of Ceradyne, and (iv) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of Ceradyne stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that Ceradyne has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 To Agent, within ninety (90) days after the end of each fiscal year Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth (commencing in the case of Financial Statements delivered for Fiscal Year 1998 and thereafter, it being understood that Fiscal Year 1998 Financial Statements will require comparisons only for the last quarter of 1997) in comparative form in each case the figures for the previous Fiscal Year and the figures contained in the Projections for such Fiscal Year, which Financial Statements shall be prepared in accordance with fiscal year ending December 31GAAP, 2007certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent (other than the Projections which are not required to be certified or audited). Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the financial covenants set forth on Annex E and the other items described in clause (A) of the Borrower and its consolidated Subsidiaries third sentence of Section (or such later date authorized by the SECa)(ii) of this Annex D, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of from such accounting firm to the Administrative Agent and the Lenders stating effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the course existence of Defaults or Events of Default, and (iii) the certification of the regular audit Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the business financial position, results of the operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated Subsidiaries (basis, as at the end of such year and for the period then ended, and that there was no Default or APCEvent of Default in existence as of such time or, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has or Event of Default shall have occurred and is be continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to describing the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer all efforts undertaken to cure such Default or Event of the BorrowerDefault;

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a report setting forth all of the Borrower's IFN revenues and PRI revenues by circuit (or as otherwise agreed by the Administrative Agent), (iii) a Financial Covenants Certificate stating the Borrower's calculation of the ratios set forth in Section 5.02(q) for the last quarter of such Fiscal Year and maximum Capital Expenditures for such Fiscal Year, a statement as to the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year (provided, that any such sale of assets individually or as part of a series of related transactions resulted in receipt of proceeds in excess of $100,000 in such Fiscal Year), and a statement of the Borrower's calculation of Excess Cash Flow for such Fiscal Year, each with supporting documentation and in reasonable detail, and (iv) a Compliance Financial Covenants Certificate executed stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a Responsible Officer specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 15 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings they are required to be filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KSEC, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, its Subsidiaries including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by independent certified public accountants of national standing an opinion that is unqualified or is otherwise reasonably acceptable to the Administrative Agent and including any management letters delivered by Required Lenders of PricewaterhouseCoopers (or such other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary Required Lenders), as filed with the SEC, together with, for each Fiscal Year other than the Fiscal Year ending in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period2003, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such accounting firm in determining, as to the fourth quarter of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date and (iviii) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and practicable, but in any event not no later than 120 ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31year, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy consolidated balance sheet of the annual audit report for such year for the Borrower Company and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year year, and the Borrower's and such related consolidated Subsidiaries' statements of incomeincome or operations, cash flows, and retained earningsshareholders' equity for such fiscal year, each setting forth in each case certified by independent certified public accountants of national standing reasonably acceptable to comparative form the Administrative Agent and including any management letters delivered by such accountants to figures for the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the previous fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to and all such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited consolidated financial statements of the type described to be in this clause (ii) reasonable detail, prepared in accordance with respect GAAP consistently applied and such consolidated financial statements to the Borrower for such period, (iii) be audited and accompanied by a certificate of such accounting firm to the Administrative Agent report and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm opinion prepared in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred standards by independent certified public accountants reasonably satisfactory to the Investors and is continuing, or if, in the opinion certified without qualification and without expression of such accounting firm, a Default has occurred and is continuing, a statement uncertainty as to the nature thereofability of the Company and its Subsidiaries to continue as going concerns, and (ivii) a Compliance Certificate certificate duly executed by a Responsible Financial Officer of the BorrowerCompany, which, among other things, (A) attaches and certifies to the foregoing consolidated financial statements, accountants statements, management letters and a management discussion and analysis prepared in connection with such financial statements, (B) certifies that the information contained in such consolidating financial statements fairly presents in all material respects the financial condition of the Company and its Subsidiaries on the dates indicated therein, and (C) states that such Financial Officer has reviewed the Transaction Documents and has no knowledge of any Event of Default during such fiscal year, or if such Financial Officer has such knowledge, specifying each Event of Default and the nature thereof;

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending Fiscal Year in the case of each Fiscal Year after the Fiscal Year ended December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K2001, a copy of the annual audit report for such year Fiscal Year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeoperations, stockholders' equity and cash flowsflows of the Borrower and its Subsidiaries for such Fiscal Year, and retained earningsaccompanied by an unqualified opinion, in each case certified by or an opinion otherwise reasonably acceptable to the Required Lenders, of Xxxxxx Xxxxxxxx LLP, any other internationally 77 recognized accounting firm which as of the date hereof is one of the "Big Five" accounting firms, or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent Agent, setting forth in comparative form, in the case of each such Consolidated balance sheet, the corresponding figures as of the last day of the immediately preceding Fiscal Year, and, in the case of each such Consolidated statement of operations, stockholders' equity and including any management letters delivered by such cash flows, the corresponding figures for the corresponding period in the immediately preceding Fiscal Year, together with (i) a letter from Xxxxxx Xxxxxxxx LLP or other independent public accountants of recognized standing reasonably acceptable to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Required Lenders stating that, in the course of the their regular audit of the business Consolidated financial statements of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm accountants in accordance with generally accepted auditing standards, such accounting firm has accountants have not obtained no any knowledge that a Default has occurred and is continuing, continuing or if, in the opinion of such accounting firmaccountants, a Default as it relates to financial matters has occurred and is continuing, a statement as to the status and nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(g) and 5.04 (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence) and (iviii) a Compliance Certificate executed in the event of any change in the generally accepted accounting principles used by a Responsible Officer the Borrower in the preparation of the Borrower;audited Consolidated financial statements referred to above in this Section 5.03(c) from GAAP, the Borrower shall also provide a reasonably detailed description of such changes and, if and to the extent necessary for the determination of compliance with Section 5.02(g) or 5.04, a statement of reconciliation conforming such audited Consolidated financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Powertel and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of Powertel and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated and consolidating statement of cash flows, flows of Powertel and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Arthxx Xxxexxxx XXX or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Powertel and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 6.01(o) through 6.01(v); provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Sections 6.01(o) through 6.01(v), a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 on or before the date that is ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31of Parent, 2007) the consolidated financial statements of the Borrower Parent and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after as at the end of such fiscal year): , that includes the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Changes in Equity, a Cash Flow Statement and Notes, comprising a summary of the significant accounting policies, setting forth comparative consolidated figures for the preceding fiscal year, and certified by PricewaterhouseCoopers Consultores, Auditores SpA or another independent certified public accountant of recognized national standing (which such opinion shall be without any qualification or exception as to the scope of such audit, other than any exception, explanatory paragraph or qualification that is with respect to, or resulting from, (i) an upcoming maturity date of any Priority Lien Debt occurring within one year from the Form 10-K filed with the SEC for time such fiscal year endopinion is delivered, if any (ii) any actual or prospective breach of a financial covenant in any Priority Lien Debt or potential inability to the extent not otherwise provided satisfy a financial covenant in such Form 10-K, any Priority Lien Debt on a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, future date or in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such a future period, (iii) a certificate the activities, operations, financial results, assets or liabilities of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereofany Unrestricted Subsidiary, and (iv) the Chapter 11 Cases) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a Compliance Certificate executed consolidated basis in accordance with IFRS, which financials shall be accompanied by customary management discussion and analysis; provided that, the delivery requirements under this Section 5.01(b) may be satisfied through a Responsible Officer of filing by the Borrower;Parent with the SEC on Form 00-X. 000

Annual Financials. As soon At such time as available Navistar first files with the SEC each of its annual reports on Form 10-K and in each of its quarterly reports on Form 10-Q then required to be filed under Section 13 of the Exchange Act, promptly upon the filing by Navistar with the SEC of their annual report on Form 10-K for any event not later than 120 Fiscal Year, and thereafter within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year completed thereafter, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such deliver to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, Agents a copy of the annual audit report for such year Fiscal Year for the Borrower Navistar and such consolidated Subsidiariesits subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' (i) Consolidated balance sheets of Navistar and its subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flowsFiscal Year, and retained earnings(ii) a Consolidated statement of income and a Consolidated statement of cash flows of Navistar and its subsidiaries for such Fiscal Year, in each case certified prepared in accordance with Rule 3-10 of Regulation S-X, consistent with Navistar’s past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s good faith calculations and fairly presenting in all material respects the Consolidated ITEC ABL Credit Agreement financial condition of Navistar and its subsidiaries as at such date and the Consolidated results of operations of Navistar and its subsidiaries for the period ended on such date and accompanied by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) in the case of the annual audit report for a Fiscal Year ending on or after October 31, 2007, a certificate of APC a Financial Officer of the Administrative Borrower stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the related financial information described in this clause (ii) action that the Borrowers have taken and proposes to take with respect to APC instead thereto, provided, that such certificate shall also include a specific certification that no Borrower is engaged in the business of the Borrowerleasing trucks, and (B) unaudited if otherwise available, (1) an audit report opinion of KPMG or other registered public accounting firm of recognized standing, and (2) a report of such registered public accounting firm as to the internal controls of Navistar required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002; provided, however, that (x) in the event the Borrowers are able to comply with the provisions of clauses (B)(1) and (2) above in respect of a Fiscal Year ending on or after October 31, 2007 and (y) such registered public accounting firm otherwise agrees (which agreement the Borrowers agree to use commercially reasonable efforts to obtain), such financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) shall also be accompanied by a certificate of such registered public accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the such regular audit of the business of the Borrower Navistar and its consolidated Subsidiaries (or APC, if applicable), if anysubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a an Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a an Event of Default has occurred and is continuing, a statement as to the nature thereof; provided that, and (iv) in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrowers shall also provide a Compliance Certificate executed by a Responsible Officer reconciliation of the Borrower;such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within ----------------- 110 days after the end of each fiscal year (commencing with fiscal year ending December 31of Terra, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such Terra will furnish to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed Agent, with the SEC sufficient copies for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-Keach Lender, a copy of the annual audit report for such year for the Borrower Terra and such consolidated its Subsidiaries, including therein the Borrower's a Consolidated balance sheet of Terra and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeincome and cash flows of Terra and its Subsidiaries for such fiscal year, cash flows, and retained earnings, setting forth in each case certified in comparative form the corresponding figures for the preceding fiscal year accompanied by an unqualified opinion of Deloitte & Touche or other independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided stating that, with respect to the fiscal year ending December 31except as expressly disclosed therein, 2007 onlysaid Consolidated financial statements present fairly, in all material respects, the requirements Consolidated financial position and results of this clause (ii) with respect to operations of Terra and its Consolidated Subsidiaries as of the last day of, and for, such fiscal year shall be satisfied by delivering year, together with (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Terra and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof (it being understood that said accountants shall have no liability to the Administrative Agent, the Lenders for failure to obtain knowledge of any Default or Event of Default), (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04 and (iviii) a Compliance Certificate executed by certificate of the Senior Financial Officer (A) stating that no Default or Event of Default has occurred and is continuing or, if a Responsible Officer Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Terra has taken and proposes to take with respect thereto, (B) stating that since December 31, 1998, there has been no Material Adverse Change with respect to Terra and (C) providing a comparison between the financial position and results of operations set forth in such financial statements with the comparable information set forth in the financial projections and budget most recently delivered pursuant to Section 5.03(l) of the 1995 Terra Capital Credit Agreement or Section 5.03(l). As soon as available and in any event within 110 days after the end of each fiscal year of the Borrower;, the Borrower will furnish to the Administrative Agent, with sufficient copies for each Lender, a copy of the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year in reasonable detail and duly certified by the Senior Financial Officer as having been prepared in accordance with GAAP, accompanied by a schedule prepared by Deloitte & Touche or other independent public accountants of nationally recognized standing in form satisfactory to the Administrative Agent setting forth the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of (1) the annual audit report for such year for the Borrower CBI and such consolidated its Subsidiaries (including BRCOM and its Subsidiaries), including therein the Borrower's a Consolidated balance sheet of CBI and such consolidated its Subsidiaries (including BRCOM and its Subsidiaries' balance sheets ) as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and Consolidated and consolidating statements of cash flows, flows of CBI and retained earningsits Subsidiaries (including BRCOM and its Subsidiaries) for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of PWC or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent Required Lenders ( it being understood and including any management letters delivered by agreed that a qualified opinion for Fiscal Year 2002 shall not be deemed to be not “acceptable” solely because of such accountants qualification; provided that the Agents receive confirmation from PWC as to the Borrower or any Subsidiary absence of significant factors resulting in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, qualification other than the requirements financial condition and liquidity of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC BRCOM and the related financial information described bankruptcy default relating to BRCOM in this clause the Oak Hill Indenture), together with (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower CBI and its consolidated Subsidiaries (or APC, if applicableincluding BRCOM and its Subsidiaries), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, CBI shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (2) the annual unaudited report for such 112 year for CBI and its Subsidiaries (other than BRCOM and its Subsidiaries), including therein a Consolidated balance sheet of CBI and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and Consolidated and consolidating statements of cash flows of CBI and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the Chief Financial Officer of CBI as having been prepared in accordance with GAAP, and (iv3) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of CBI stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that CBI has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion as to such audit report of independent public accountants of recognized standing acceptable to the Administrative Agent, (ii) a report of such independent public accountants as to the Borrower's and such consolidated Subsidiaries' statements ’s internal controls required under Section 404 of income, cash flows, and retained earningsthe Xxxxxxxx-Xxxxx Act of 2002, in each case certified by independent certified public accountants of national standing in a manner to which the Required Lenders have not reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary objected in connection writing, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiiw) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (x) if the General Partner has any Unrestricted Subsidiaries, a consolidating balance sheet, consolidating statement of income and a consolidating statement of cash flows, in each case of the General Partner and its Subsidiaries (ivshowing the General Partner and its Subsidiaries (other than Unrestricted Subsidiaries), taken as a whole, and the Unrestricted Subsidiaries of the General Partner, taken as a whole) a Compliance Certificate executed as at the end of such Fiscal Year certified by a Responsible Officer of the Borrower;General Partner, and (y) a certificate of the Responsible Officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto. In the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a statement of reconciliation conforming such financial statements to GAAP.