Common use of Annual Financials Clause in Contracts

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, and (y) a report of such independent public accountants Agent without any qualification as to the Borrower’s internal controls required under Section 404 going concern or scope 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 objectedaudit, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Parent Guarantor 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 generally accepted accounting principles 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible OfficerOfficer 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, and (y) a report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the SxxxxxxxXxxxxxxx-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 of the computations used prepared by such accountants in determiningdemonstrating, 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 SxxxxxxxXxxxxxxx-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 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion reasonably acceptable to the Required Lenders Administrative Agent of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent Guarantor and its 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 with respect to Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default with respect to Section 5.04 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 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 and (iiiii) a certificate of the Chief Financial Officer (or other Responsible OfficerOfficer 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, which opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (y) if applicable and if the Parent and its Subsidiaries are subject to the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, a report of such independent public accountants as to the Borrower’s internal controls of the Parent and its Subsidiaries required under Section 404 of the Sxxxxxxx-Xxxxx Sarbanes‑Oxley 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, in their reasonable discretion, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Parent 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 no later than one (1) Business Day after the Borrower files its annual report on Form 10-K with the United States Securities and Exchange Commission, but in no event later than 105 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Subsidiaries on a Consolidated Subsidiariesbasis, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 objectedLenders, together with (i) a schedule in form reasonably satisfactory certificate of such accounting firm to the Administrative Agent Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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 Compliance Certificate showing 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 generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor 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 (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 not later than 120 days after the end of each Fiscal Yearfiscal 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 Parent Guarantor Borrower and its Consolidated such consolidated Subsidiaries, including therein Consolidated the Borrower's and consolidating such consolidated Subsidiaries' balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year fiscal year and Consolidated the Borrower's and consolidating such consolidated Subsidiaries' statements of income income, cash flows, and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)retained earnings, in each case accompanied certified by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative AgentAgent 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 (yB) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a report certificate 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 accounting firm to the Administrative Agent and the Lenders stating that, in the course of the computations used regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accountants accounting firm in determiningaccordance with generally accepted auditing standards, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided accounting firm has obtained no knowledge 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor stating that no Default has occurred and is continuing orcontinuing, if or if, in the opinion of such accounting firm, 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 action that the Parent Guarantor has taken and proposes to take with respect thereto.Borrower;

Annual Financials. As soon as available and in any event within 90 15 days after they are required to be filed with the end of each Fiscal YearSEC, a copy of the annual audit report for such year for the Parent Guarantor Sponsor and its Consolidated SubsidiariesSubsidiaries (for purposes of this Section 6.03(b), as such term is defined in the Sponsor Credit Agreement) including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor Sponsor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Sponsor 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an a report that is unqualified opinion or is otherwise reasonably acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other auditors (such auditors to be independent public accountants of recognized standing reasonably acceptable to standing), as filed with the Administrative AgentSEC, and together with, for each Fiscal Year, (yi) a report certificate of such independent public accountants as to accounting firm stating that in the Borrower’s internal controls required under Section 404 course of the Sxxxxxxx-Xxxxx Act regular audit of 2002the business of the Sponsor and its Subsidiaries, but only 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 the extent Sponsor to believe that the Borrower is subject Sponsor has failed to comply with the covenants set forth in Section 4046.02(k), in each case certified in a manner to which the Required Lenders have not objected, together with (iii) a schedule in form reasonably satisfactory to the “Administrative Agent Agent” (as defined in the Sponsor Credit Agreement) of the computations prepared by the Sponsor and used by such accountants accounting firm in determining, as of to the end fourth quarter of such Fiscal Year, compliance with the covenants contained in Section 5.046.02(k), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor Sponsor shall also provide, if necessary for the determination of compliance with Section 5.046.02(k), a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date and (iiiii) a certificate of the Chief Financial a Responsible Officer (or other Responsible Officer) of the Parent Guarantor Sponsor 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 Sponsor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal YearYear (commencing with the Fiscal Year ending December 31, 2023), (i) a copy of the annual audit report for such year Fiscal Year for the Parent Guarantor and its Consolidated SubsidiariesBorrower, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified a report and opinion acceptable of independent public accountants of recognized standing, which shall be prepared in accordance with generally accepted auditing standards 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 Required Lenders scope of KPMG LLPsuch audit (other than such a qualification or exception that is solely with respect to, Ernst & Young LLP 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 reasonably acceptable to the Administrative Agentas contemplated by AU Section 543, and (y) a report Part of such independent public accountants as to the Borrower’s internal controls required Audit Performed by Other Independent Auditors, or any successor standard 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 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 and GAAP; (ii) a certificate Compliance Certificate, which shall include a statement from a Financial Officer of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect theretothereto and (iii) customary management discussion and analysis of operating results.

Annual Financials. (i) As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual Consolidated audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that Year, all reported on in a copy of the annual audit report filed by the Parent Guarantor with manner reasonably acceptable to the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case and accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of 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 objectedLenders, together with (i) 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 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor stating that no Default has occurred and is continuing orcontinuing, 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 a proposes to take with respect thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04. (ii) As soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the annual Consolidated audit report for such year for each Subsidiary Guarantor and its Subsidiaries, including therein a Consolidated balance sheet of such Subsidiary Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of such Subsidiary Guarantor and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of PricewaterhouseCoopers LLP or other independent public accountants of recognized standing acceptable to the Required Lenders.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal YearYear (commencing with the Fiscal Year ending December 31, 2022), (i) a copy of the annual audit report for such year Fiscal Year for the Parent Guarantor and its Consolidated SubsidiariesBorrower, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified a report and opinion acceptable of independent public accountants of recognized standing, which shall be prepared in accordance with generally accepted auditing standards 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 Required Lenders scope of KPMG LLPsuch audit (other than such a qualification or exception that is solely with respect to, Ernst & Young LLP 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 reasonably acceptable to the Administrative Agentas contemplated by AU Section 543, and (y) a report Part of such independent public accountants as to the Borrower’s internal controls required Audit Performed by Other Independent Auditors, or any successor standard 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 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 GAAP; and (ii) a certificate of the Chief Compliance Certificate, which shall include a statement from a Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, and (y) a report of such independent public accountants Required Holders without any qualification as to the Borrower’s internal controls required under Section 404 going concern or scope 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 objectedaudit, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent Required Holders of the computations used by such accountants the Parent Guarantor in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.0411 and the provisions incorporated by reference pursuant to Section 9.15, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.0411 and the provisions incorporated by reference pursuant to Section 9.15, a statement of reconciliation conforming such financial statements to GAAP GAAP, and (ii) a certificate of the Chief Financial Officer (or other Responsible OfficerOfficer performing similar functions) of the Parent Guarantor stating that such financial statements have been prepared in accordance with generally accepted accounting principals as in effect from time to time in the United States of America 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 Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy Consolidated balance sheet of (i) the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor U.S. Borrower and its Subsidiaries and (ii) if the U.S. Borrower has any Unrestricted Subsidiaries, the U.S. Borrower and its Restricted Subsidiaries, in each case as of the end of such Fiscal Year and the related Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries flow 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), setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, accompanied by (x) an opinion which shall be unqualified opinion acceptable as to the Required Lenders scope of KPMG LLPthe 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, Ernst as the case may be, taken as a whole, of Deloitte & Young Touche LLP or other independent public accountants of 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 objectedMajority Lenders, together with (iA) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the U.S. Borrower and its Subsidiaries or the U.S. Borrower and its Restricted Subsidiaries, as 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 reasonably satisfactory to the Administrative Agent of the computations used by such accountants the U.S. Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 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 Parent Guarantor U.S. Borrower shall also provide, if necessary for the determination of compliance with Section Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiC) a certificate of the Chief Financial Officer (or other Responsible Officer) chief financial officer of the Parent Guarantor U.S. Borrower stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor U.S. Borrower has taken and proposes to take with respect thereto.

Annual Financials. (i) As soon as available and in any event within 90 days after the end of each Fiscal YearYear (or, if earlier, within five Business Days after such date as the Parent is required to file its annual report on Form 10-K for such Fiscal Year with the Securities and Exchange Commission), a copy of the annual Consolidated audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that Year, all reported on in a copy of the annual audit report filed by the Parent Guarantor with manner reasonably acceptable to the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case and accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of 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 objectedBanks, together with (i) 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 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor stating that no Default has occurred and is continuing orcontinuing, 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 a proposes to take with respect thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04. (ii) As soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the annual Consolidated audit report for such year for each Subsidiary Guarantor and its Subsidiaries, including therein a Consolidated balance sheet of such Subsidiary Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of such Subsidiary Guarantor and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Banks of PricewaterhouseCoopers LLP or other independent public accountants of recognized standing acceptable to the Required Banks.

Annual Financials. As soon as available and in any event within 90 95 days after the end of each Fiscal Year, a copy of (1) the annual audit report for such year for the Parent Guarantor BRW and its Consolidated Subsidiaries (including BCI and its Subsidiaries), including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor BRW and its Subsidiaries (including BCI and its Subsidiaries) as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement statements of cash flows of the Parent Guarantor BRW and its Subsidiaries (including BCI 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP PWC or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, Required Lenders ( it being understood and (y) agreed that a report qualified opinion for Fiscal Year 2002 shall not be deemed to be not “acceptable” solely because of such independent public accountants qualification provided that the Agents receive confirmation from PWC as to the Borrower’s internal controls required under Section 404 absence of significant factors resulting in the Sxxxxxxx-Xxxxx Act qualification other than the financial condition and liquidity of 2002, but only BCI and the bankruptcy default relating to BCI in the extent the Borrower is subject to Section 404, in each case certified in a manner to which the Required Lenders have not objectedOak Hill Indenture), together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of BRW and its Subsidiaries (including BCI and its 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 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 Parent Guarantor 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 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 (ii3) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor BRW stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor BRW has taken and proposes to take with respect thereto.

Annual Financials. As The Issuer shall deliver to the Trustee, as soon as available and available, but in any event within 90 120 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 Yearfiscal year of the Issuer, beginning with the fiscal year ending December 31, 2018, a copy consolidated balance sheet of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Issuer and its Subsidiaries as of the end of such Fiscal Year fiscal year, and Consolidated and consolidating the related consolidated statements of income income, cash flows and stockholders’ equity for such fiscal year, setting forth in each case 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 Consolidated report and consolidating statement opinion of the Issuer’s independent certified public accounting firm of recognized standing 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 Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy Issuer as of the annual audit report filed by dates and for the Parent Guarantor periods specified in accordance with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentGAAP, and (yii) a (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 accountants accounting firm) an attestation report of such independent certified public accounting firm as to the BorrowerIssuer’s internal controls required under pursuant to Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 attesting that such internal controls meet the requirements of the Xxxxxxxx-Xxxxx Act of 2002; provided, but only however, that the Issuer shall be 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 extent time period specified above on the Borrower is subject SEC’s XXXXX system (or any successor system adopted by 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 (or its successor). Such consolidated financial statements shall be certified (including, for the avoidance of doubt, in a certification pursuant to Section 404302 of the Xxxxxxxx-Xxxxx Act of 2002 filed with the Issuer’s Form 10-K under the Exchange Act, if applicable) by a Financial Officer as, to his or her knowledge, fairly presenting, in each case certified in a manner to which all material respects, the Required Lenders have not objectedconsolidated financial condition, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent results of operations and cash flows of the computations used by such accountants in determining, Issuer and its Subsidiaries 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 dates and for the determination of compliance periods specified in accordance 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 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 theretoconsistently applied.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, which opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (y) if applicable and if the Parent Guarantor and its Subsidiaries are subject to the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, a report of such independent public accountants as to the Borrower’s internal controls of the Parent Guarantor and its Subsidiaries required under Section 404 of the Sxxxxxxx-Xxxxx Sarbanes‑Oxley 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, in their reasonable discretion, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Parent Guarantor 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor Borrower with the Securities and Exchange Commission shall satisfy the foregoing requirements), all of which shall be (a) certified by the Chief Financial Officer or Chief Accounting Officer (or other Responsible Officer) of the Borrower, in each case his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Borrower and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by (x) an unqualified opinion acceptable to the Required Lenders report thereon of KPMG LLP, Ernst & Young RSM US LLP or any other independent certified public accountants of recognized standing reasonably acceptable to national standing, whose report shall be unqualified. Together with such financial statements, the Administrative Agent, and Borrower shall deliver a Compliance Certificate duly executed by the Chief Financial Officer or Chief Accounting Officer (yor other Responsible Officer) 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 Compliance Certificate shall (A) have not objected, together with (i) attached a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Borrower 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 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 (iiB) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor stating state 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 Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders Administrative Agent of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, and (y) if and as required by the rules and regulations promulgated by the United States Securities and Exchange Commission, a report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the SxxxxxxxXxxxxxxx-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 Administrative Agent has not objected, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent Guarantor and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of non-compliance with any of the covenants contained in Section 5.04, or if, in the opinion of such accounting firm, any such non-compliance has occurred, 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 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 and (iiiii) a certificate of the Chief Financial Officer (or other Responsible 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. (i) As soon as available and in any event within not later than 90 days after the end of each Fiscal Yearfiscal year of the Parent and its consolidated Subsidiaries (or, if the Parent is a reporting company under the Securities Exchange Act of 1934, not later than the date that is 20 days after the date required by the Securities and Exchange Commission for the delivery of annual financial statements (without giving effect to any extensions granted therefor)), (a) a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated consolidated Subsidiaries, including therein Consolidated the Parent’s and consolidating its consolidated Subsidiaries’ balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year fiscal year and Consolidated the Parent’s and consolidating its consolidated Subsidiaries’ statements of income income, cash flows, and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)retained earnings, in each case accompanied certified by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP Deloitte and Touche or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative AgentAgent and including any management letters delivered by such accountants to the Parent or any Subsidiary of the Parent in connection with such audit, and (yb) a report certificate 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 accounting firm to the Administrative Agent and the Lenders stating that, in the course of the computations used by such accountants in determining, as regular audit 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) business of the Parent Guarantor stating and its consolidated Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that no a Default has occurred and is continuing orcontinuing, if or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof thereof, and (c) a Compliance Certificate executed by a Responsible Officer of the action that Borrower Representative and (ii) a copy of the Parent Guarantor has taken unaudited annual consolidating financial statements of each of its Subsidiaries, including therein such Subsidiary’s balance sheet and proposes to take with respect thereto.statements of income, cash flows, and retained earnings for such fiscal year;

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, (i) a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement statements 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable as to the Required Lenders such audit report of KPMG LLP, Ernst & Young LLP or other independent public accountants of nationally recognized standing or which are reasonably acceptable to the Administrative AgentRequired Lenders (that is unqualified as to (x) scope (except to the extent relating to any change in the Parent’s existing independent public accountants), (y) going concern and that excludes any explanatory paragraph or modifying wording with respect to going concern (other than to the extent related to the impending maturity of the Obligations under the Loan Documents), and (yz) a report consistent application of such independent public accountants as to the Borrower’s internal controls accounting principles (other than required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, but only to the extent the Borrower is subject to Section 404, or preferred modifications in each case certified in a manner to which the Required Lenders have not objectedaccordance with GAAP), together with (i) 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 for each 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 and (ii) Year a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor 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 certificate in form reasonably satisfactory to the Administrative Agent and duly certified by the Chief Financial Officer of the 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 within 90 days after the end of each Fiscal Year, a copy of the an annual audit report on Form 10-K for such year Fiscal Year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLPBDO Xxxxxxx, Ernst & Young LLP or other independent public accountants of 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 objectedLenders, together with (i) a schedule in form reasonably satisfactory certificate of such accounting firm to the Administrative Agent Lenders stating that in the course of the computations used regular audit of the business of the Parent and its Subsidiaries, which audit was conducted by such accountants accounting firm in determiningaccordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing 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 end 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 continuing 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, compliance with a statement as to the covenants contained in Section 5.04amount of proceeds from any sale of assets, provided that in the event of any change in GAAP used in the preparation including obsolete equipment, received during such Fiscal Year, including a reasonably detailed description of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.04, assets and a statement of reconciliation conforming the Borrower’s calculation of Excess Cash Flow for such financial statements to GAAP Fiscal Year, each with supporting documentation and in reasonable detail, and (iiiii) a certificate Financial Covenants Certificate stating that the representations and warranties in each Loan Document are correct in all material respects on and as of the Chief Financial Officer (such date, other than any such representations or warranties that, by their terms, refer to a specific date other Responsible Officer) than such date, in which case as of the Parent Guarantor stating 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 Parent Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 objectedLenders, together with (i) a certificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of Parent and its 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 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 financial covenants contained in Section 5.046.18; provided that, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.046.18, a statement of reconciliation conforming such financial statements to GAAP and GAAP, (iiiii) a certificate of the Chief Financial Officer (or other Responsible 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, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. (i) As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual Consolidated audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that Year, all reported on in a copy of the annual audit report filed by the Parent Guarantor with manner reasonably acceptable to the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case and accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of 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 objectedLenders, together with (i) 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 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) Chief Accounting Officer of the Parent Guarantor stating that no Default has occurred and is continuing orcontinuing, 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 a proposes to take with respect thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04. (ii) As soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the annual Consolidated audit report for such year for each Subsidiary Guarantor and its Subsidiaries, including therein a Consolidated balance sheet of such Subsidiary Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of such Subsidiary Guarantor and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of PricewaterhouseCoopers LLP or other independent public accountants of recognized standing acceptable to the Required Lenders.

Annual Financials. As soon as available and in any event within 90 120 days after the end of each Fiscal Year, a copy Consolidated balance sheet of the annual audit report for (i) such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries and (ii) if the U.S. Borrower has any Unrestricted Subsidiaries, such Borrower and its Restricted Subsidiaries, in each case as of the end of such Fiscal Year and the related Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries flow 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), setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, accompanied by (x) an opinion which shall be unqualified opinion acceptable as to the Required Lenders scope of KPMG LLPthe audit and as to the going concern status of such Borrower and its Subsidiaries or such Borrower and its Restricted Subsidiaries, Ernst as the case may be, taken as a whole, of Deloitte & Young Touche LLP or other independent public accountants of 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 objectedMajority Lenders, together with (iA) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of such Borrower and its Subsidiaries or such Borrower and its Restricted Subsidiaries, as 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 reasonably satisfactory to the Administrative Agent of the computations used by such accountants the U.S. Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section Sections 5.02(j) and 5.04, provided PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor U.S. Borrower shall also provide, if necessary for the determination of compliance with Section Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiC) a certificate of the Chief Financial Officer (or other Responsible Officer) chief financial officer of the Parent Guarantor such Borrower stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor such Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event 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, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated SubsidiariesSubsidiaries (which may be the Parent Guarantor’s annual report on Form 10-K for such year), including therein Consolidated and consolidating consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating consolidated statements of income and a Consolidated and consolidating consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that and a copy calculation of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements)Funds from Operations for such Fiscal Year, in the case of each case audited financial statement contained therein, accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 objectedLenders, together with (i) a certificate of such accounting firm to the Lender Parties (to the extent providing such a certificate does not violate generally-applicable policies of such accounting firm) stating that in the course of the regular audit of the business of the Parent Guarantor and its 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 reasonably 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 Sections 5.02(b), (f)(v) and (g) and 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 and (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officerperson 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, which opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (y) if applicable and if the Parent Guarantor and its Subsidiaries are subject to the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, a report of such independent public accountants as to the Borrower’s internal controls of the Parent Guarantor and its Subsidiaries required under Section 404 of the SxxxxxxxXxxxxxxx-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, in their reasonable discretion, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Parent Guarantor 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, which opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (y) a report of such independent public accountants as if applicable and if the Parent Guarantor and its Subsidiaries are subject to the Borrower’s internal controls required under requirements of Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, but only a report of such independent public accountants as to the extent internal controls of the Borrower is subject to Parent Guarantor and its Subsidiaries required under Section 404404 of the Sarbanes‑Oxley Act of 2002, in each case certified in a manner to which the Required Lenders have not objected, in their reasonable discretion, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Parent Guarantor 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders Administrative Agent of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, and (y) if and as required by the rules and regulations promulgated by the United States Securities and Exchange Commission, a report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the SxxxxxxxXxxxxxxx-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 Administrative Agent has not objected, together with (i) a schedule in form reasonably satisfactory certificate of such accounting firm 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 Lender Parties stating 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 and (ii) a certificate course of the Chief Financial Officer (or other Responsible Officer) regular audit of the business of the Parent Guarantor stating that and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to knowledge of non-compliance with any of the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.covenants contained in

Annual Financials. (i) As soon as available and in any event within 90 days after the end of each Fiscal YearYear (or, if earlier, within five Business Days after such date as the Parent is required to file its annual report on Form 10-K for such Fiscal Year with the Securities and Exchange Commission), a copy of the annual Consolidated audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that Year, all reported on in a copy of the annual audit report filed by the Parent Guarantor with manner reasonably acceptable to the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case and accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of 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 objectedBanks, together with (i) 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 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor stating that no Default has occurred and is continuing orcontinuing, 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 a proposes to take with respect thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04 (which schedule shall include a statement as to the ratio of the aggregate Collateral Value to the Letter of Credit Outstandings as of the end of each calendar month during the period covered by such financial statements, to the extent not previously furnished to the Agents and the Banks). (ii) As soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the annual Consolidated audit report for such year for each Subsidiary Guarantor and its Subsidiaries, including therein a Consolidated balance sheet of such Subsidiary Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of such Subsidiary Guarantor and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Banks of PricewaterhouseCoopers LLP or other independent public accountants of recognized standing acceptable to the Required Banks.

Annual Financials. As soon as available and in any event within 90 95 days after the end of each Fiscal Year, a copy of the annual audit report for such year Fiscal Year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein the Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income operations, stockholders' equity and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion or an opinion otherwise reasonably acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, and (y) a report setting forth in comparative form, in the case of each such independent public accountants Consolidated balance sheet, the corresponding figures as to the Borrower’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act last day of 2002the immediately preceding Fiscal Year, but only to the extent the Borrower is subject to Section 404and, in the case of each case certified such Consolidated statement of operations, stockholders' equity and cash flows, the corresponding figures for the corresponding period in a manner to which the Required Lenders have not objectedimmediately preceding Fiscal Year, together with (i) a letter from Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Lenders stating that, in the course of their regular audit of the Consolidated financial statements of the Borrower and its Subsidiaries, which audit was conducted by such accountants in accordance with generally accepted auditing standards, such accountants have not obtained any knowledge that a Default has occurred and is continuing or if, in the opinion of such accountants, a Default has occurred and is continuing, a statement as to the status and 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 5.04Sections 5.02(g) and 5.04 (including with respect to each such Section, provided that 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 (iii) in the event of any change in GAAP the generally accepted accounting principles used by such accountants in the preparation of the audited Consolidated financial statements referred to above in this Section 5.03(c) from GAAP, such financial statements, the Parent Guarantor accountants shall also provideprovide 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 theretoGAAP.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and and, if otherwise provided, consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and and, if otherwise provided, consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (xi) an unqualified opinion acceptable as to the Required Lenders such audit report of KPMG LLP, Ernst & Young Young, LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, Required Lenders and (yii) a report of such independent public accountants as to the BorrowerParent’s internal controls required under Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, but only to the extent the Borrower is subject to Section 404if any, in each case certified in a manner to which the Required Lenders have not objected, together with (iA) a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of Parent and its 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 reasonably 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, 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 5.04 and (iiC) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 the Parent Guarantor has been taken and proposes to take is proposed with respect theretothereto 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 within 90 92 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein Consolidated and, to the extent required by the auditor of the Borrower and its Subsidiaries, consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and, to the extent required by the auditor of the Borrower and its Subsidiaries, consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP LLC or other independent public accountants of 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 objectedLenders, together with (i) a certificate of the Chief Financial Officer to the Lenders stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, 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 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 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 Parent Guarantor 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 GAAP, (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor Borrower stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor Borrower has taken and proposes to take with respect theretothereto and (iv) copies of the 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP PricewaterhouseCoopers LLC or other independent public accountants of 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 objectedLenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent Guarantor and its 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 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 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 (iiiv) a certificate of the Chief Financial Officer (or other Responsible Officer) chief financial officer of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (xi) an unqualified opinion acceptable as to the Required Lenders such audit report of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, and (yii) a report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the SxxxxxxxXxxxxxxx-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 objectedreasonably objected in writing, together with (iw) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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, (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 (showing 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) as at the end of such Fiscal Year certified by a Responsible Officer of the General Partner, (y) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.045.04 and certified by a Responsible Officer of the General Partner, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor 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 (iiz) a certificate of the Chief Financial Responsible Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, (i) a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year and (it being acknowledged that ii) a copy of the annual audit report filed by for such year for the Parent Guarantor with Borrower and its Subsidiaries including therein a Consolidated balance sheet of the Securities Borrower and Exchange Commission shall satisfy its Subsidiaries as of the foregoing requirements)end of such 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 (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of nationally 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 objectedLenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent and its 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 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 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 and (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has and the Borrower have taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 120 days after the end of each Fiscal YearYear (including the Fiscal Year ended December 31, 2005), a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst Deloitte & Young Touche LLP or other independent public accountants of 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 objectedLenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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 reasonably satisfactory to the Administrative Paying Agent of the computations 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 Parent Guarantor 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 (iiiii) a certificate of the Chief Financial Officer chief financial officer (or other Responsible Officerperson performing similar functions) of the Parent Guarantor Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the Consolidated annual audit report statements for such year for of (x) Holdings, the Parent Guarantor Borrower and its Consolidated Subsidiaries and (y) the Parent Borrower and its Subsidiaries, each in the form provided to the Administrative Agent and the Lender Parties pursuant to Section 4.01(f) or in a form otherwise acceptable to the Administrative Agent, including therein Consolidated the report of PriceWaterhouseCoopers L.L.P. or other independent public accountants of recognized standing acceptable to the Administrative Agent and the Required Lenders, and consolidating balance sheets of Holdings, the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of Holdings, the Parent Guarantor Borrower and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy Year, prepared by management of the annual audit report filed by Holdings and the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 report of such accounting firm to the Agents and the Lender Parties stating that in the course of the regular audit of the Consolidated financial statements of (x) Holdings, the Parent Borrower and its Subsidiaries and (y) the Parent Borrower and its Subsidiaries, 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 that caused it to believe that the Parent Borrower failed to comply with the terms of Section 5.04, in so far as they relate to accounting matters; (ii) a schedule prepared by the Parent Borrower in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Parent Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided ; PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor 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 (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officer) chief financial officer of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 95 days after the end of each Fiscal Year, a copy of (1) the annual audit report for such year for the Parent Guarantor CBI and its Consolidated Subsidiaries (including BRCOM and its Subsidiaries), including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor CBI and its Subsidiaries (including BRCOM and its Subsidiaries) as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement statements of cash flows of the Parent Guarantor CBI and its Subsidiaries (including BRCOM 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP PWC or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, Required Lenders ( it being understood and (y) agreed that a report qualified opinion for Fiscal Year 2002 shall not be deemed to be not “acceptable” solely because of such independent public accountants qualification; provided that the Agents receive confirmation from PWC as to the Borrower’s internal controls required under Section 404 absence of significant factors resulting in the Sxxxxxxx-Xxxxx Act qualification other than the financial condition and liquidity of 2002, but only BRCOM and the bankruptcy default relating to BRCOM in the extent the Borrower is subject to Section 404, in each case certified in a manner to which the Required Lenders have not objectedOak Hill Indenture), together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of CBI and its Subsidiaries (including BRCOM and its 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 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 Parent Guarantor 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 GAAP, (2) the annual unaudited report for such 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 (ii3) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor CBI stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor CBI has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 one hundred five (105) days after the end of each Fiscal Year with respect to all deliveries pursuant to this Section 7.4 except for the certificate referred to in clause (c) below which, in any event, shall be delivered within ninety (90) days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrowers and its Consolidated their Subsidiaries, including therein a Consolidated balance sheet of the Borrowers and their Subsidiaries, and consolidating balance sheets of the Parent Guarantor Borrowers and its Subsidiaries their Subsidiaries, as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrowers and their Subsidiaries, and consolidating statements of income and a Consolidated and consolidating statement statements of cash flows of the Parent Guarantor Borrowers and its Subsidiaries their Subsidiaries, for such Fiscal Year, in each case setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budget 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 accompanied (in the case of such Consolidated financial statements) by (x) an unqualified opinion with respect to such Consolidated financial statements acceptable to the Required Lenders Administrative Agent of KPMG LLP, Ernst Deloitte & Young LLP Touche or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, and Agent together with (ya) a report letter of such independent public accountants accounting firm to the Administrative Agent and Lender Parties stating that in the course of the regular audit of the business of the Borrowers and their 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 Borrower’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002nature thereof, 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 (ib) 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 5.04Article 8, provided provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor Borrowers shall also provide, if necessary for the determination of compliance with Section 5.04Article 8, a statement of reconciliation conforming such financial statements to GAAP and (iic) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor applicable 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 Guarantor such Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Restricted Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Restricted Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower and its Restricted 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)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP Xxxxx Xxxxxxxx or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent, Required Lenders (without a “going concern” or like qualification or exception and (y) a report without any qualification or exception to the scope of such independent public accountants as audit) to the Borrower’s internal controls required under Section 404 effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Sxxxxxxx-Xxxxx Act of 2002, but only to the extent the Borrower is subject to Section 404, and its Restricted Subsidiaries on a consolidated basis in each case certified in a manner to which the Required Lenders have not objectedaccordance with GAAP consistently applied, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Restricted Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that an Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, an Event of 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 generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor 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 (iiiii) (A) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor Borrower stating that no Event of Default has occurred and is continuing or, if a an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor Borrower has taken and proposes to take with respect theretothereto 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 by June 30, 2006 (unless the team of auditors preparing such annual audit report is not 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, a copy of the annual audit report for such year year, in the case of Fiscal Year 2005, for Astoria and OPOS, and in the case of Fiscal Year 2006 and each Fiscal Year thereafter, for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (xi) an unqualified opinion acceptable as to such audit report of a Public Accountant, (ii) with respect to Fiscal Year 2006 and thereafter, a certificate of such accounting firm to the Required Lenders stating that in the course of KPMG LLPthe regular audit of the business of the Borrower and its Subsidiaries, Ernst & Young LLP 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 other independent public accountants of recognized standing reasonably acceptable to if, in the Administrative Agent, and (y) a report opinion of such independent public accountants accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement 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 objectednature thereof, together with (i) 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 GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor Borrower shall also provide, if necessary for the determination provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of the Chief senior Financial Officer (or other Responsible 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 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 within 90 120 days after the end of each Fiscal Yearfiscal year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated SubsidiariesSubsidiaries prepared in accordance with US GAAP, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income fiscal year and a Consolidated and consolidating statement of income and a Consolidated statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)fiscal year, in each case accompanied by (x) an opinion unqualified opinion acceptable as to the Required Lenders scope of KPMG LLP, audit of Ernst & Young LLP Young, Pricewaterhouse Coopers, Deloitte Touche Tohmatsu, KPMG or other independent public accountants of 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 confirmation by such accountants that the Borrower is in compliance with Section 5.04 as of the end of the relevant Fiscal Year and, if requested by the Administrative Agent, attaching 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 US GAAP used in the preparation of such financial statements, the Parent Guarantor Borrower shall also provide, together with such financial statements, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to US GAAP and (ii) a certificate of the Chief Financial Officer (Vice President-Finance or other Responsible Officer) Treasurer of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect thereto. The delivery requirements of the Borrower under Sections 5.03(b) and (c) shall be deemed satisfied to the extent filings satisfying such requirement are made with the SEC.

Annual Financials. As soon as available and in any event 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, a copy (i) audited combined financial statements of the annual audit report for Borrower and the Group II Holding Companies including their respective Subsidiaries (to the extent that such year for the Parent Guarantor and its Consolidated Subsidiariescompany is not a Non-Recourse Subsidiary) including combined balance sheets, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement statements of cash flows of the Parent Guarantor Borrower and its the Group II Holding Companies including their respective Subsidiaries (to the extent that such company is not a Non-Recourse Subsidiary) for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor Year, all prepared in accordance with the Securities GAAP and Exchange Commission shall satisfy the foregoing requirements), in each case LSP Gen Finance Special L/C Facility Agreement accompanied by (x) an unqualified opinion acceptable as to the Required Lenders such audited financial statements of Deloitte & Touche, Ernst & Young, KPMG LLP, Ernst & Young LLP Pricewaterhouse Coopers or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentAgent (the “Public Accountant”), and (yii) a report certificate of such independent public accountants accounting firm to the Administrative Agent stating that in the course of the regular audit of the business of Borrower and the Group II Holding Companies including their respective Subsidiaries (to the extent that such company is not a Non-Recourse Subsidiary), 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 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 objectednature thereof, together with (i) 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, 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 GAAP accounting principles used in the preparation of such financial statements, the Parent Guarantor Borrower shall also provide, if necessary for the determination provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (z) 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 certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor has 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 90 not later than ninety-five (95) days after the end of each Fiscal YearYear of the Parent, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and the related Consolidated and consolidating statements of income income, shareholders’ equity and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy of Year, and the annual audit report filed corresponding figures as at the end of, and for, the preceding Fiscal Year, and audited and certified by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to the Administrative AgentAgent in an opinion, and (y) a report of such independent public accountants without qualification as to the Borrower’s internal controls required under Section 404 scope or any other material qualification or exception (provided, that the failure of such accountant to deliver such an unqualified opinion based solely on the prospective failure of the Sxxxxxxx-Xxxxx Act Borrower to comply with the covenants, terms and conditions set forth in the Credit Documents shall not constitute a Default or Event of 2002Default hereunder), but only and including, if requested by the Administrative Agent, any management letters delivered by such accountants to the extent the Borrower is subject to Section 404, Parent in each case certified in a manner to which the Required Lenders have not objectedconnection with such audit, together with (i) the unaudited consolidating financial statements of the Parent and its Subsidiaries as of such date or for such time period, as applicable, (ii) a schedule Compliance Certificate duly executed by a Responsible Officer of the Parent, (iii) a certificate duly executed by a Responsible Officer of the Parent which reflects in form detail reasonably satisfactory acceptable to the Administrative Agent the financial performance of the computations used by such accountants applicable Person related to the financial covenants contained in determining, the documentation for any Permitted Other Indebtedness and (iv) property-level operating statements with respect to each of the owned real estate assets of the Borrower and its Subsidiaries. As soon as of available and in any event not later than 50 days after the end of such each Fiscal Year, compliance with Year of the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statementsParent, the Parent Guarantor shall also provide, if necessary for Borrower will furnish to the determination of compliance with Section 5.04, Administrative Agent a statement of reconciliation conforming such financial statements to GAAP and (ii) draft Compliance Certificate duly executed by a certificate of the Chief Financial Responsible Officer (or other Responsible 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 theretofor such end of Fiscal Year financial statements.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, LLP or Ernst & Young Young, LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, and (y) a report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the SxxxxxxxXxxxxxxx-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 of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants 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 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders Administrative Agent of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, and (y) if and as required by the rules and regulations promulgated by the United States Securities and Exchange Commission, 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 Administrative Agent has not objected, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent Guarantor and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of non-compliance with any of the covenants contained in Section 5.04, or if, in the opinion of such accounting firm, any such non-compliance has occurred, 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 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 and (iiiii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor MEDIQ and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor MEDIQ and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement cash flow of cash flows of the Parent Guarantor MEDIQ and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy Year, all Consolidated balance sheets and statements of the annual audit report filed by the Parent Guarantor with the Securities income and Exchange Commission shall satisfy the foregoing requirements), in each case cash flow accompanied by (x) an unqualified opinion reasonably acceptable to the Required Lenders of KPMG LLP, Ernst Deloitte & Young Touche LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, Required Lenders and (y) a report consolidating balance sheet of MEDIQ and its Subsidiaries as of the end of such independent public accountants as to Fiscal Year and a consolidating statement of income of MEDIQ and its Subsidiaries and a Consolidated statement of cash flow of Holdings and its Subsidiaries for such Fiscal Year certified by the Borrower’s internal controls required under Section 404 chief financial officers of the Sxxxxxxx-Xxxxx Act of 2002MEDIQ and Holdings, 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 objectedrespectively, together with (i) a schedule prepared by such officer in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants MEDIQ and its Ongoing Subsidiaries in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04Sections 5.04(a) through (f), 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) chief financial officer of the Parent Guarantor MEDIQ stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor MEDIQ has taken and proposes to take with respect theretothereto and (iii) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available after the end of the Fiscal Year ending October 31, 2005, and in any event within 90 days after the end of each Fiscal YearYear thereafter, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein (i) Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and (ii) a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Borrower's past practice, on the basis of management's good faith calculations and fairly presenting in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date and accompanied by (xA) a certificate of a Financial Officer of the 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) if otherwise available, (1) an unqualified audit report opinion acceptable to the Required Lenders of KPMG LLP, Ernst Deloitte & Young Touche USA LLP or other independent registered public accountants accounting firm of recognized standing reasonably acceptable to the Administrative Agentstanding, and (y2) a report of such independent registered public accountants accounting firm as to the Borrower’s internal controls of the Borrower required under Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002; provided, but only to however, that (I) in the extent event the Borrower is subject able to comply with the provisions of clauses (B)(1) and (2) above and (II) such registered public accounting firm otherwise agrees (which agreement the Borrower agrees to use commercially reasonable efforts to obtain), such financial statements shall also be accompanied by (x) a certificate of such registered public accounting firm stating that in the course of such regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that an Event of Default under Section 4045.04 has occurred and is continuing, or if, in each case certified in the opinion of such accounting firm, an Event of Default under Section 5.04 has occurred and is continuing, a manner statement as to which the Required Lenders have not objectednature thereof, together with and (iy) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants accounting firm in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor Borrower shall also provide, if necessary for the determination provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such its financial statements to GAAP and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 theretoGAAP.

Annual Financials. As soon as available and in any event within 90 105 days after the end of each Fiscal YearYear (or, in the case of Fiscal Year 2002, within 180 days thereafter), a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, Subsidiaries including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements statement of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required AYE Lenders of KPMG LLP, Ernst & Young LLP Price WaterhouseCoopers or other independent public accountants of 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 objectedAYE Lenders, together with (i) a certificate of such accounting firm to the Secured Parties stating that in the course of the regular audit of the business of the Parent and its 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) a schedule in form reasonably satisfactory to the Administrative Required AYE Lenders Agent of the computations prepared by the Parent and used by such accountants accounting firm 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 (as in effect on the Closing Date) and (iiB) a copy of any management letter from such accounting firm to the Parent or any of its Subsidiaries issued in connection with such audit and (iii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated SubsidiariesSubsidiaries (which may be the Parent Guarantor’s annual report on Form 10-K for such year), including therein Consolidated and consolidating consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating consolidated statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 objectedLenders, together with (i) a certificate of such accounting firm to the Lender Parties (to the extent providing such a certificate does not violate generally-applicable policies of such accounting firm) stating that in the course of the regular audit of the business of the Parent Guarantor and its 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 reasonably 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, 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 and (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officerperson 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 within 90 days after the end of each Fiscal Yearfiscal year of the Obligated Parties, a copy of the annual audit report for such year for (w) the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein Consolidated the Affiliate Guarantors and consolidating balance sheets of the Parent their Subsidiaries, (y) each Affiliate Guarantor and its Subsidiaries and (z) Bordxx Xxxdings and its Subsidiaries, respectively, including therein a Consolidated balance sheet of (x) the Borrower and its Subsidiaries, (y) each Affiliate Guarantor and its Subsidiaries and (z) Bordxx Holdings and its Subsidiaries, respectively, and a Combined balance sheet of the Affiliate Guarantors, the Borrower and their respective Subsidiaries, in each case as of the end of such Fiscal Year fiscal year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of (x) the Parent Borrower and its Subsidiaries, (y) each Affiliate Guarantor and its Subsidiaries for such Fiscal Year and (it being acknowledged that a copy of z) Bordxx Xxxdings and its Subsidiaries, respectively (or audited combining statements including the annual audit report Borrower and the Affiliate Guarantors if combining statements are filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy in lieu of such separate consolidating statements), and Combined statements of income and cash flows of the foregoing requirements)Affiliate Guarantors, the Borrower and their respective Subsidiaries for such fiscal year, in each case accompanied by (x) either an unqualified opinion, or an opinion acceptable to the Required Lenders Lenders, of KPMG LLP, Ernst Deloitte & Young Touche LLP 80 76 or other independent public accountants of 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 objectedLenders, together with (i) a schedule in form reasonably satisfactory certificate of such accounting firm to the Administrative Agent Lenders stating that in the course of the regular audit of the business of (w) the Borrower and its Subsidiaries, (x) the Borrower, the Affiliate Guarantors and their Subsidiaries, (y) each Affiliate Guarantor and its Subsidiaries and (z) Bordxx Xxxdings and its Subsidiaries, respectively, 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 no event shall such accountants be liable as a result of this Agreement by reason of any failure to obtain knowledge of any Default that would not be disclosed in the course of their audit examination), (ii) a schedule setting forth in reasonable detail the computations used by such accountants in determining, as of the end of such Fiscal Yearfiscal 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 5.04 and (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officer) chief financial officer of the Parent Guarantor Borrower stating that that, to the knowledge of such officer, 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 Borrower has taken and proposes to take with respect thereto. To the extent that a Combined financial statement is required to be delivered under this Section, if Consolidated statements of the Affiliate Guarantors, the Borrower and their respective Subsidiaries are filed with the Securities and Exchange Commission in lieu of Combined statements, delivery of such Consolidated statements shall satisfy the requirements of this Section.

Annual Financials. As soon as available and in any event within 90 95 days after the end of each Fiscal Year, a copy of (x) in the case of the Parent, the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x1) an unqualified opinion acceptable as to the Required Lenders such audit report of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing reasonably acceptable to the Administrative Agent, and (y2) if prepared, a report of such independent public accountants as to the BorrowerParent’s internal controls required under Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, but only to the extent the Borrower is subject to Section 404, in each case certified in by such accountants without a manner “going concern” or like qualification or exception and without any qualification or exception as to which the Required Lenders have not objectedscope of such audit, provided that to the extent different components of such consolidated financial statements are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements; together with (iA) a certificate of a Financial Officer of the Parent stating that no Default with respect to the Parent has occurred and is continuing or, if a Default with respect to the Parent has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (B) a schedule in substantially the form reasonably satisfactory to the Administrative Agent of Exhibit B of the computations used by such accountants a Financial Officer of the Parent in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that 5.04(a) and (y) in the event case of any change in GAAP used in the preparation of such financial statementsEDJ, the Parent Guarantor shall also provideannual audited Consolidated FOCUS III Report for such year for EDJ and its Subsidiaries, if necessary for the determination accompanied by (i) an opinion as to such audit report of compliance with Section 5.04, a statement PricewaterhouseCoopers LLP or other independent public accountants of reconciliation conforming such financial statements to GAAP nationally recognized standing and (ii) if prepared, a report of such independent public accountants as EDJ’s internal controls required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, in each case certified by such accountants without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, provided that to the extent different components of such consolidated financial statements are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements; together with (A) a certificate of the Chief a Financial Officer (or other Responsible Officer) of the Parent Guarantor EDJ stating that no Default with respect to EDJ has occurred and is continuing or, if a Default with respect to EDJ has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor EDJ has taken and proposes to take with respect theretothereto and (B) a schedule in substantially the form of Exhibit B of the computations used by a Financial Officer of EDJ in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04(b).

Annual Financials. As soon as available and in any event within 90 120 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 objectedLenders, together with (i) a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Borrower and its 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 124 Alliance Resource 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 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 Parent Guarantor 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 GAAP, (iiiii) a certificate of the Chief Financial Officer chief financial officer (or other Responsible Officerperson performing similar functions) of the Parent Guarantor Borrower (or its managing general partner) (x) stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor Borrower has taken and proposes to take with respect theretothereto and (y) setting forth a specification of any change in the identity of the Restricted Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Restricted Subsidiaries and Unrestricted Subsidiaries, respectively, provided to the Administrative Agent on the date hereof or the most recent fiscal year or period, as the case may be, and (iv) the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Annual Financials. As soon as available and in any event within 90 15 days after they are required to be filed with the end of each Fiscal YearSEC, a copy of the annual audit report for such year for the Parent Guarantor AYE and its Consolidated Subsidiaries, Subsidiaries including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor AYE and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor AYE 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an opinion that is unqualified opinion or is otherwise reasonably acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP Pricewaterhouse Coopers (or such other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders), and as filed with the SEC, together with, for each Fiscal Year, (yi) a report certificate of such independent public accountants as accounting firm to the Borrower’s internal controls required under Section 404 Lenders stating that in the course of the Sxxxxxxx-Xxxxx Act regular audit of 2002the business of AYE and its Subsidiaries, but only 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 extent the Borrower is subject to covenants set forth in Section 4045.04, in each case certified in a manner to which the Required Lenders have not objected, together with (iii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations prepared by AYE and used by such accountants accounting firm in determining, as of to the end 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 Parent Guarantor 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 (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor AYE stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor AYE has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLPKPMG, Ernst & Young LLP (or any other so-called “Big Four” accounting firm), Gxxxx Xxxxxxxx LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, and (y) if applicable, a report of such independent public accountants as to the BorrowerParent Guarantor’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 of the computations used by such accountants the Borrowers 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 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 Parent Guarantor Borrowers stating that (A) 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 Borrowers have taken and proposes propose to take with respect theretothereto and (B) the Debt Yield as of the 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 within 90 days after the end of each Fiscal Year, a copy of the an annual audit report on Form 10-K for such year Fiscal Year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders Holders of KPMG LLPBDO Xxxxxxx, Ernst & Young LLP or other independent public accountants of 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 objectedHolders, together with (i) a schedule in form reasonably satisfactory certificate of such accounting firm to the Administrative Agent Purchasers stating that in the course of the computations used regular audit of the business of the Parent and its Subsidiaries, which audit was conducted by such accountants accounting firm in determiningaccordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing 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 end 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 continuing 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, compliance with a statement as to the covenants contained in Section 5.04amount of proceeds from any sale of assets, provided that in the event of any change in GAAP used in the preparation including obsolete equipment, received during such Fiscal Year, including a reasonably detailed description of such financial statementsassets, the Parent Guarantor shall also providewith supporting documentation and in reasonable detail, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate Financial Covenants Certificate stating that the representations and warranties in each Purchase Document are correct in all material respects on and as of the Chief Financial Officer (such date, other than any such representations or warranties that, by their terms, refer to a specific date other Responsible Officer) than such date, in which case as of the Parent Guarantor stating 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 Parent Guarantor Issuer has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and available, but in any event within 90 one hundred five (105) days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating : (i) audited consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated related audited consolidated and consolidating statements of income income, consolidated retained earnings and a Consolidated and consolidating statement of consolidated cash flows of the Parent Guarantor for Borrower and its Subsidiaries Subsidiaries, setting forth in comparative form, in each case the figures for such the previous Fiscal Year (it being acknowledged that and, beginning with deliveries made with respect to financial information for the fiscal year ending December 31, 2003, reported on without a copy "going concern" or other qualification or exception by an independent certified public accounting firm of national standing reasonably acceptable to Agent; provided, however, if and only to the annual audit report filed extent such deliveries are also required by the Parent Guarantor with law to be delivered to the Securities and Exchange Commission and the Borrower obtains an extension from the Securities and Exchange Commission to make such deliveries at a date later than one hundred five (105) days after the end of the applicable Fiscal Year without penalty of any kind, the Borrower shall satisfy instead make the foregoing requirements), deliveries described in each case accompanied by this clause (xi) an unqualified opinion acceptable to Agent at any time on or before such extended deadline; (ii) a management discussion and analysis that includes a comparison to Budget for such Fiscal Year and a comparison of performance for such Fiscal Year to the Required Lenders prior year; (iii) a Compliance Certificate; (iv) a report in form and substance reasonably satisfactory to Agent and subject only to standard qualifications required by nationally recognized accounting firms, signed by the accounting firm auditing the financial statements, (A) showing the calculations used to determine compliance with each of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agentfinancial covenants set forth herein, and (yB) stating that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a report of Default has occurred (or specifying those Defaults that they became aware of), it being understood that such independent public accountants as audit examination extended only to accounting matters and that no special investigation was made with respect to the Borrower’s internal controls required under Section 404 existence of Defaults; and (v) 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 of the computations used annual letters collected by such accountants in determining, as of the end of such Fiscal Year, compliance connection 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 their audit examination detailing contingent liabilities and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 theretomaterial litigation matters.

Annual Financials. As soon as available and in any event within 90 no later than the earlier of (i) 15 days (subject to the extension of such deadline by up to five (5) Business Days by the Administrative Agent in its reasonable discretion) after the date that the Parent is or would be required to file the Parent’s annual report with the SEC as part of the Parent’s periodic reporting (whether or not the Parent is subject to such reporting requirements), and (ii) 105 days (subject to the extension of such deadline by up to five (5) Business Days by the Administrative Agent in its reasonable discretion) after the end of each Fiscal Year, a copy Year of the Borrower, the Borrower will deliver (a) an annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated consolidated balance sheets of the Parent and its Subsidiaries, as at the end of such Fiscal 111 Year, and the related consolidated statements of income, shareholders’ equity and cash flows, each for such Fiscal Year (which requirement shall be deemed satisfied by the delivery of the Parent’s Annual Report on Form 10-K (or any successor form) for such Fiscal Year), accompanied by an opinion with respect to such financial statements from KPMG LLP or another firm of independent certified public accountants of recognized national standing selected by the Parent or otherwise reasonably acceptable to the Required Lenders, which report shall be prepared in accordance with Statement of Auditing Standards No. 58 (the “Statement”), as amended, entitled “Reports on Audited Financial Statements” and such report shall be without any material qualification or exception as to the scope of such audit or any “going concern” qualification (other than to the extent related to the impending stated maturity of the Obligations under the Loan Documents), (b) consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 of the computations used by such accountants in determiningSubsidiaries, as of at the end of such Fiscal Year, compliance with and the covenants contained related consolidating statements of income, for such Fiscal Year, all 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, reasonable detail and certified by a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of the Chief Financial Responsible Officer (or other Responsible Officer) of the Parent Guarantor stating that no Default has occurred as having been prepared in accordance with GAAP, and is continuing or(c) consolidated balance sheets of the Borrower and its subsidiaries, if a Default has occurred and is continuingas at the end of such Fiscal Year, a statement as to the nature thereof and the action that related consolidated statement of income, for such Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Parent Guarantor has taken and proposes to take Borrower as having been prepared in accordance with respect theretoGAAP.

Annual Financials. As soon as available and in any event within 90 Within 120 days after the end of each Fiscal Year, a copy of the annual audit report for such year year, for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (xi) an unqualified opinion acceptable as to such audit report of a Public Accountant, (ii) with respect to Fiscal Year 2006 and thereafter, a certificate of such accounting firm to the Required Lenders Lender Parties stating that in the course of KPMG LLPthe regular audit of the business of the Borrower and its Subsidiaries, Ernst & Young LLP 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 other independent public accountants of recognized standing reasonably acceptable to if, in the Administrative Agent, and (y) a report opinion of such independent public accountants accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement 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 objectednature thereof, together with (i) 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 GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor Borrower shall also provide, if necessary for the determination provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of the Chief senior Financial Officer (or other Responsible 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 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. (p) Section 5.03(c) is amended by inserting the text that appears below as bolded and underlined text and deleting the text that appears below as struck through text:

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal YearYear (A), a copy of the annual audit report audited financial statements for such year for the Parent Guarantor and its Consolidated Subsidiariessubsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries 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)Year, in each case accompanied by (xi) an unqualified opinion acceptable (without a "going concern" or like qualification or exception and without any qualification or exception as to the Required Lenders scope of such audit) of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, and (y) together with a report certificate of such independent public accountants accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent and its 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 during the course of its audit (which certificate may be limited to the extent required by accounting rules or guidelines), or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the Borrower’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002nature thereof, 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 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) 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 theretothereto together with 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 5.04 provided that in the event of any change in generally accepted accounting principles 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 (B) for Parent and its Consolidated subsidiaries other than Mexrail, Caymex, any domestic wholly owned subsidiary of Parent which holds the Investment in Grupo TFM or the Panama Canal Railway Company, and their respective subsidiaries, its unaudited consolidated balance sheet and related statement of income as of the end of and for such year, all certified by its chief financial officer as presenting fairly in all material respects the financial condition and results of operations of Parent and its Consolidated subsidiaries other than Mexrail, Caymex, any domestic wholly owned subsidiary of Parent which holds the Investment in Grupo TFM or the Panama Canal Railway Company, and their respective subsidiaries, on a consolidated basis consistently applied.

Annual Financials. As soon as available and in any event within 90 one hundred and five (105) days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor Borrower and its Subsidiaries Subsidiaries, as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower and its Subsidiaries Subsidiaries, and consolidating statements of income of the Borrower and its Significant Subsidiaries, for such Fiscal Year, in each case setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budgeted forecasts delivered pursuant to Section 5.03(e) 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 accompanied (in the case of such Consolidated financial statements) by (x) an unqualified opinion acceptable to the Administrative Agent, with the consent of the Required Lenders Lenders, of KPMG LLP, Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, and (y) a report of such independent public accountants as to with the Borrower’s internal controls required under Section 404 consent 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 objectedLenders, together with (i) a letter of such accounting firm to the Administrative Agent and Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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 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 5.04Sections 5.04(a) through (d), provided PROVIDED, that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor 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 (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officer) chief financial officer of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect thereto." Section 2.3 Section 5.03(d) of the Credit Agreement is deleted in its entirety and replaced by the following:

Annual Financials. As soon as available At the earlier of the date of filing with the Securities and in any event within 90 Exchange Commission of Borrower's annual report on Form 10-K or one hundred five (105) days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries, and consolidating balance sheets sheet of the Parent Guarantor Borrower and its Subsidiaries Subsidiaries, as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower and its Subsidiaries Subsidiaries, and a consolidating statement of income of the Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case setting forth in comparative form the corresponding figures for the prior Fiscal Year in the case of such Consolidated financial statements accompanied by (x) an unqualified opinion acceptable to the Required Lenders Administrative Agent of KPMG LLP, Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, and (y) a report of such independent public accountants as to with the Borrower’s internal controls required under Section 404 consent 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 objectedLenders, together with (ia) a letter of such accounting firm to the Administrative Agent and Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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 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 5.04Article 8, provided PROVIDED, that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor Borrower shall also provide, if necessary for the determination of compliance with Section 5.04Article 8, a statement of reconciliation conforming such financial statements to GAAP and (iic) a certificate of the Chief Financial Officer (President or other Responsible Officer) a Vice President of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the an annual audit report on Form 10-K for such year Fiscal Year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders Holders of KPMG LLPBDO Xxxxxxx, Ernst & Young LLP or other independent public accountants of 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 objectedHolders, together with (i) a schedule in form reasonably satisfactory certificate of such accounting firm to the Administrative Agent Note Purchasers stating that in the course of the computations used regular audit of the business of the Parent and its Subsidiaries, which audit was conducted by such accountants accounting firm in determiningaccordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing 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 end 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 continuing 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, compliance with a statement as to the covenants contained in Section 5.04amount of proceeds from any sale of assets, provided that in the event of any change in GAAP used in the preparation including obsolete equipment, received during such Fiscal Year, including a reasonably detailed description of such financial statementsassets, the Parent Guarantor shall also providewith supporting documentation and in reasonable detail, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate Financial Covenants Certificate stating that the representations and warranties in each Note Purchase Document are correct in all material respects on and as of the Chief Financial Officer (such date, other than any such representations or warranties that, by their terms, refer to a specific date other Responsible Officer) than such date, in which case as of the Parent Guarantor stating 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 Parent Guarantor Issuer has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within not later than ----------------- 90 days after the end of each Fiscal Yearfiscal year of the Borrower and the Parent, as applicable, (i) a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated SubsidiariesBorrower, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its their respective Subsidiaries (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) as of the end of such Fiscal Year fiscal year and the related Consolidated and consolidating statements of income income, shareholders' equity and a Consolidated and consolidating statement of cash flows of the Borrower, the Parent Guarantor and its their respective Subsidiaries (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) for such Fiscal Year (it being acknowledged that a copy of fiscal year, and the annual audit report filed by corresponding figures as at the Parent Guarantor with end of, and for, the Securities and Exchange Commission shall satisfy the foregoing requirements)preceding fiscal year, in each case accompanied certified by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst Coopers & Young LLP Xxxxxxx L.L.P. or other independent certified public accountants of nationally recognized standing reasonably acceptable to the Administrative Agents and including, if requested by either 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 of the computations used any management letters delivered by such accountants to the Borrower or the Parent in determiningconnection with such audit together with a certificate of such accounting firm to the Banks stating that, as in the course of the end regular audit of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in business of the event of any change in GAAP used in the preparation of such financial statementsBorrower, the Parent Guarantor shall also provideand their respective Subsidiaries, if necessary for the determination of compliance which audit was conducted by such accounting firm in accordance with Section 5.04generally accepted auditing standards, such accounting firm has obtained no knowledge that 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 Parent Guarantor stating that no Default has occurred and is continuing orcontinuing, if or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof thereof, together with (A) 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 action 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 Parent Guarantor has taken audited financial statements required under this Section 5.06(c) be provided for each of such Hotel Properties on a Consolidated and proposes to take with respect theretoconsolidating basis.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, which opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (y) a report of such independent public accountants as if applicable and if the Parent and its Subsidiaries are subject to the Borrower’s internal controls required under requirements of Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, but only a report of such independent public accountants as to the extent internal controls of the Borrower is subject to Parent and its Subsidiaries required under Section 404404 of the Sarbanes‑Oxley Act of 2002, in each case certified in a manner to which the Required Lenders have not objected, in their reasonable discretion, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Parent 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, 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 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible 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 within 90 one hundred five (105) days after the end of each Fiscal Year with respect to all deliveries pursuant to this Section 7.4 except for the certificate referred to in clause (c) below which, in any event, shall be delivered within ninety (90) days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries, and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries Subsidiaries, as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries, and consolidating statements of income and a Consolidated and consolidating statement statements of cash flows of the Parent Guarantor Borrower and its Subsidiaries Subsidiaries, for such Fiscal Year, in each case setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budget 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 accompanied (in the case of such Consolidated financial statements) by (x) an unqualified opinion with respect to such Consolidated financial statements acceptable to the Required Lenders Administrative Agent of KPMG LLP, Ernst Deloitte & Young LLP Touche or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, and Agent together with (ya) a report letter of such independent public accountants accounting firm to the Administrative Agent and Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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 Borrower’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002nature thereof, 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 (ib) 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 5.04Article 8, provided provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor Borrower shall also provide, if necessary for the determination of compliance with Section 5.04Article 8, a statement of reconciliation conforming such financial statements to GAAP and (iic) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 93 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries Subsidiaries, in each case as of the end of such Fiscal Year Year, and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows flow 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Subsidiaries, in each case for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Year, accompanied as to such Consolidated statements, by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 objectedLenders, together with (i) a schedule in form reasonably satisfactory copy of any management letter prepared by such accounting firm with respect to such Fiscal Year and distributed to the Administrative Agent of the computations used by such accountants in determiningParent Guarantor, 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) the Chief Accounting Officer of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default 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, (iii) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP and (iv) a schedule in form satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section 5.05.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst Deloitte & Young Touche LLP or other independent public accountants of 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 objectedLenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of non-compliance with any of the covenants contained in Section 5.04, (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 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 and (iiiii) a certificate of the Chief Financial a Responsible Officer (or other Responsible Officer) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default 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 The Issuer shall deliver to the Trustee, as soon as available and available, but in any event within 90 120 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 Yearfiscal year of the Issuer, beginning with the fiscal year ending March 31, 2017, a copy consolidated balance sheet of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Issuer and its Subsidiaries as of the end of such Fiscal Year fiscal year, and Consolidated and consolidating the related consolidated statements of income income, cash flows and stockholders’ equity for such fiscal year, setting forth in each case 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 Consolidated report and consolidating statement opinion of the Issuer’s independent certified public accounting firm of recognized standing 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 Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy Issuer as of the annual audit report filed by dates and for the Parent Guarantor periods specified in accordance with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentGAAP, and (yii) a (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 accountants accounting firm) an attestation report of such independent certified public accounting firm as to the BorrowerIssuer’s internal controls required under pursuant to Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 attesting that such internal controls meet the requirements of the Xxxxxxxx-Xxxxx Act of 2002; provided, but only however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements and attestation report if such consolidated financial statements and attestation report shall have been made available for free within the extent time period specified above on the Borrower is subject SEC’s XXXXX system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to Section 404determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). Such consolidated financial statements shall be certified by a Financial Officer as, to his or her knowledge, fairly presenting, in each case certified in a manner to which all material respects, the Required Lenders have not objectedconsolidated financial condition, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent results of operations and cash flows of the computations used by such accountants in determining, Issuer and its Subsidiaries 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 dates and for the determination of compliance periods specified in accordance 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 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 theretoconsistently applied.

Annual Financials. As soon as available and in any event ------------------ within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion with respect to the Consolidated statements reasonably acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP Xxxxxx Xxxxxxxx or other independent public accountants of 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 objectedLenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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 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 Parent Guarantor 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 (iiiii) a certificate of the Chief Financial a Responsible Officer (or other Responsible Officer) of the Parent Guarantor 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 Parent Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the an annual audit report on Form 10-K for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements statement of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLPBDO Xxxxxxx, Ernst & Young LLP or other independent public accountants of 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 objectedLenders, together with (i) a schedule in form reasonably satisfactory certificate of such accounting firm to the Administrative Agent Lenders stating that in the course of the computations used regular audit of the business of the Parent and its Subsidiaries, which audit was conducted by such accountants accounting firm in determiningaccordance with generally accepted auditing standards, as of the end such accounting firm has obtained no knowledge that a Default has occurred and is continuing pursuant to Section 5.02(q) in respect of such Fiscal Year, compliance with the covenants contained in Section 5.04or if, provided that in the event of any change in GAAP used in the preparation opinion of such financial statementsaccounting firm, the Parent Guarantor shall also provide, if necessary for the determination a Default has occurred and is continuing under Section 5.02(q) in respect of compliance with Section 5.04such Fiscal Year, a statement of reconciliation conforming such financial statements as to GAAP and the nature thereof, (ii) beginning with the Fiscal Year ended December 31, 2005, a certificate Financial Covenants Certificate stating the Borrower’s calculation of the Chief Financial Officer (or other Responsible Officerratios 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 a statement of the Parent Guarantor 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 Parent Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As The Issuer shall deliver to the Trustee, as soon as available and available, but in any event within 90 120 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 Yearfiscal year of the Issuer, beginning with the fiscal year ending December 31, 2019, a copy consolidated balance sheet of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Issuer and its Subsidiaries as of the end of such Fiscal Year fiscal year, and Consolidated and consolidating the related consolidated statements of income income, cash flows and stockholders’ equity for such fiscal year, setting forth in each case 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 Consolidated report and consolidating statement opinion of the Issuer’s independent certified public accounting firm of recognized standing 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 Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy Issuer as of the annual audit report filed by dates and for the Parent Guarantor periods specified in accordance with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentGAAP, and (yii) a (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 accountants accounting firm) an attestation report of such independent certified public accounting firm as to the BorrowerIssuer’s internal controls required under pursuant to Section 404 of the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 attesting that such internal controls meet the requirements of the Xxxxxxxx-Xxxxx Act of 2002; provided, but only however, that the Issuer shall be 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 extent time period specified above on the Borrower is subject SEC’s XXXXX system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to Section 404determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). Such consolidated financial statements shall be certified by a Financial Officer as, to his or her knowledge, fairly presenting, in each case certified in a manner to which all material respects, the Required Lenders have not objectedconsolidated financial condition, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent results of operations and cash flows of the computations used by such accountants in determining, Issuer and its Subsidiaries 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 dates and for the determination of compliance periods specified in accordance 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 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 theretoconsistently applied.

Annual Financials. 17.2.1 As soon as available and in any event within 90 days after the end of each Fiscal YearYear (or, if earlier, within five Business Days after such date as the Guarantor is required to file its annual report on Form 10-K for such Fiscal Year with the Securities and Exchange Commission), a copy of the annual Consolidated audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that Year, all reported on in a copy of the annual audit report filed by the Parent Guarantor with manner reasonably acceptable to the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case and accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized recognised 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 objectedMajority Banks, together with (i) 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 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 and (ii) a certificate Compliance Certificate of the Chief Financial Officer, Chief Accounting Officer (or other Responsible Officer) Chief Compliance Officer of the Parent Guarantor stating that no Default has occurred and is continuing orcontinuing, 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 a proposes to take with respect thereto, and (ii) a schedule in form reasonably satisfactory to the Agent of the computations used by the Guarantor in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 17 (Financial Covenants). 17.2.2 As soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the annual audited financial report for such year for the Borrower, including therein a balance sheet of the Borrower as of the end of such Fiscal Year and a statement of income and a Consolidated statement of cash flows of the Borrower for such Fiscal Year, all in reasonable detail and in each case accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public accountants of recognised standing acceptable to the Majority Banks. 17.2.3 As soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the annual audited financial report for such year for ACE European Group Limited, including therein a balance sheet of ACE European Group Limited as of the end of such Fiscal Year and a statement of income and a statement of cash flows of ACE European Group Limited for such Fiscal Year, all in reasonable detail and in each case accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public accountants of recognised standing acceptable to the Majority Banks. 17.2.4 As soon as available and in any event within 20 days after submission, each statutory statement of the Obligors (or any of them) in the form submitted to the Supervisor of Insurance, the Insurance Division of the Bermuda Monetary Authority.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, Subsidiaries including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an a report that is unqualified opinion or is otherwise reasonably acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP PriceWaterhouseCoopers (or such other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders), and together with, (yi) a report certificate of such independent public accountants as accounting firm to the Borrower’s internal controls required under Section 404 Lenders stating that in the course of the Sxxxxxxx-Xxxxx Act regular audit of 2002, but only to the extent business of the Borrower is subject and its Subsidiaries, 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 covenants set forth in Section 4045.03, in each case certified in a manner to which the Required Lenders have not objected, together with (iii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such accountants accounting firm in determining, as of to the end fourth quarter of such Fiscal Year, compliance with the covenants contained in Section 5.045.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor Borrower shall also provide, if necessary for the determination of compliance with Section 5.045.03, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date) and (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor Borrower stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. (i) As soon as available and in any event within 90 not later than ninety five (95) days after the end of each Fiscal YearYear of the Parent, a copy of the annual audit report for such year for the Parent Guarantor and its respective Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries and the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related respective Consolidated and consolidating statements of income income, shareholders’ equity and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries and the Borrower and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy of Year, and the annual audit report filed corresponding figures as at the end of, and for, the preceding Fiscal Year, and audited and certified by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements)KPMG, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP L.L.P. or other independent certified public accountants of nationally recognized standing reasonably acceptable to the Administrative AgentAgent in an opinion, and (y) a report of such independent public accountants without qualification as to the Borrower’s internal controls required under Section 404 of scope, and including, if requested by the Sxxxxxxx-Xxxxx Act of 2002Administrative Agent, but only any management letters delivered by such accountants to the extent the Borrower is subject to Section 404, Parent in each case certified in a manner to which the Required Lenders have not objectedconnection with such audit, together with the documents required in clauses (ii)-(iii) a schedule of the preceding Section 5.05(a). As soon as available and in form reasonably satisfactory any event not later than fifty (50) days after the end of each Fiscal Year of the Parent, the Borrower will furnish to the Administrative Agent a draft Compliance Certificate duly executed by a Responsible Officer of the computations Parent for such end of Fiscal Year financial statements. Such draft Compliance Certificate will be used by such accountants in determining, as for purposes of re-determining Status at the Status Reset Date following the end of such Fiscal Year, compliance . If the final Compliance Certificate delivered in connection with the covenants contained in Section 5.04, provided financial statements for the end of such Fiscal Year reflects a different Status than that reflected in the event of any change in GAAP used draft Compliance Certificate, then (A) the Borrower shall be deemed to have been at the Status set forth in the preparation final Compliance Certificate since the Status Reset Date following the end of the Fiscal Year and (B) within five (5) Business Days following delivery of such financial statementsfinal Compliance Certificate, either the Borrower will pay to the Lenders or the Lenders will pay to the Borrower, as applicable, the Parent Guarantor shall also provide, if necessary for amount of the determination adjustment of compliance with Section 5.04, a statement interest and fees payable by the Borrower under this Agreement because of reconciliation conforming such financial statements to GAAP and adjustment in Status. (ii) a certificate As soon as available and in any event not later than sixty (60) days after the end of each Fiscal Year of the Chief Financial Officer (or other Responsible Officer) Parent, a copy 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 officer’s certificate delivered pursuant to Section 4.4 of the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect theretoSenior Note Indenture — $200,000,000 9 1/8% Senior Notes.

Annual Financials. (i) As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated SubsidiariesFinancial Covenants Parties, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries Financial Covenants Parties as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries Financial Covenants Parties 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)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 in their reasonable judgment (provided that consolidating financial statements shall not objectedbe audited), together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Financial Covenants Parties, 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 that, in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor applicable Financial Covenants Party 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 (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor applicable Financial Covenants 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 the Parent Guarantor applicable Financial Covenants Party has taken and proposes to take with respect thereto. (ii) As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Conestoga Subsidiaries, including therein a Consolidated balance sheet of the Conestoga Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Conestoga Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of independent public accountants of recognized standing acceptable to the Required Lenders in their reasonable judgment (provided that consolidating financial statements shall not be audited), together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower, 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 (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."

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year (or such later date as may be permitted after filing a single applicable request for extension with the Securities and Exchange Commission or any governmental authority that may be substituted therefor and receiving such extension within such 90 days after such Fiscal Year-end, which later date shall not exceed 120 days after such Fiscal Year-end), a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, and (y) a report of such independent public accountants Agent without any qualification as to going concern or scope of audit (other than a “going concern” exception or qualification resulting from the Borrower’s internal controls required under Section 404 of Termination Date occurring within one (1) year from the Sxxxxxxx-Xxxxx Act of 2002, but only to the extent the Borrower date such opinion is subject to Section 404, in each case certified in a manner to which the Required Lenders have not objecteddelivered), together with (i) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Parent Guarantor 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 generally accepted accounting principles 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 and (ii) a certificate of the Chief Financial Officer (or other Responsible OfficerOfficer 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 (i) With respect to Holdings, within 90 120 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated SubsidiariesHoldings, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements balance sheet, statement of income income, and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries Holdings 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)Year, in each case accompanied by (x) an unqualified opinion acceptable as to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, and (y) a such audit report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002an Approved Accounting Firm, but only which opinion shall not have any “going concern” qualification, except to the extent the Borrower is subject to Section 404, in each case certified in that such a manner to which the Required Lenders have not objected, together with (i) a schedule in form reasonably satisfactory “going concern” qualification relates to the Administrative Agent report and opinion accompanying the financial statements for the Fiscal Year immediately prior to the stated final maturity date of the computations used by such accountants in determining, as of the end Loans and which qualification or statement is solely a consequence of such Fiscal Yearimpending stated final maturity date under this Agreement; provided that, 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 provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and former GAAP. (ii) a certificate Incidental to the delivery of the Chief Financial reporting required in Section 6.03(b)(i), within 120 days after the end of each Fiscal Year, derivative reconciliations with respect to the Parent and its Restricted Subsidiaries (in a form reasonably satisfactory to each Agent, and with respect to calculation of income, including separate disclosures with respect to Net Income described in the last sentence of the definition of such term) as of the end of such Fiscal Year, covering balance sheets, statements of income, and statements of cash flows, all in reasonable detail, including the consolidated and unconsolidated profits and losses of the Express JV and Bonobos, and duly certified (subject to normal year-end audit adjustments) by a Responsible Officer (or other Responsible Officer) of the Parent Guarantor as having been prepared in accordance with GAAP (other than the absence of footnotes), together with (A) a certificate on behalf of the Parent signed by a Responsible Officer of the Parent stating that no Event of Default has occurred and is continuing or, if a an Event of 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, (B) a schedule prepared by a Responsible Officer of the Parent in form satisfactory to each Agent of the computations used by the Parent in determining a pro forma calculation of the Leverage Ratio, (C) a certificate on behalf of the Parent signed by a Responsible Officer of the Parent (1) attaching a reconciliation statement reflecting adjustments necessary to eliminate the assets, liabilities, revenues, expenses and net income of the Unrestricted Subsidiaries in such financial statements (it being understood and agreed that such reconciliation statements shall not be audited) or, in the case of the first such list so delivered, since the Effective Date, (2) certifying that no Subsidiary is a Foreign Subsidiary, Excluded Subsidiary, or an Unrestricted Subsidiary except that the Costa Rica Subsidiary is a Foreign Subsidiary, and (3) identifying each incurrence of Debt for Borrowed Money in an amount in excess of $20,000,000, each issuance of Equity Interests outside of the ordinary course of business with a value in excess of $20,000,000, and each Transfer of any Collateral outside of the ordinary course of business whether or not included in the ABL Borrowing Base or the Term Loan Borrowing Base with an aggregate value in excess of $20,000,000, in each case occurring during the period covered by the financial statements delivered with such certificate, (D) [intentionally omitted], (E) a calculation of the Fixed Charge Coverage Ratio (including, without limitation, EBITDA), in form and detail satisfactory to each Agent, and (F) to the extent not previously disclosed to each Agent, a description of any new Subsidiary and a listing of (i) any registrations, and applications for registration, of Specified Intellectual Property (x) both filed, acquired or made by, and owned by, any Loan Party, (y) exclusively licensed by any Loan Party, or (z) that no longer constitute Excluded Assets, (ii) any abandoned or lapsed registered Specified Intellectual Property owned by, or exclusively licensed by, any Loan Party, and (iii) any IP Agreements entered into in each case of this clause (F) since the date of the most recent list delivered pursuant to this clause (F) (or, in the case of the first such list so delivered, since the Effective Date); provided, with respect to this clause (F), in the case of exclusively licensed Specified Intellectual Property, such updated listing will only be required if any Loan Party has actual or constructive knowledge of such exclusively licensed Specified Intellectual Property.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable not qualified as to the Required Lenders scope or going concern of KPMG LLPArthxx Xxxexxxx, Ernst & Young LLP X.L.P. or other independent public accountants of nationally 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 certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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 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 Parent Guarantor 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 (iiiii) a certificate of the Chief a Designated Financial Officer (or other Responsible OfficerA) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the 125 119 nature thereof and the action that the Parent Guarantor Borrower has taken and proposes to take with respect theretothereto and (B) setting forth, for the Rolling Period ending at the end of such Fiscal Year, the Adjusted EBITDA (and the calculation thereof) of each New Center constructed within the preceding 15 months, EBITDA of each bowling center acquired or constructed by the Borrower or any of its Subsidiaries after the First Closing Date and acquired or constructed at least 15 months prior to the end of such Rolling Period and all Other Additions, if any, for such Rolling Period.

Annual Financials. As soon as available and in any event within 90 no later than the earlier of (i) 15 days after the date that the Parent is or would be required to file the Parent’s annual report with the SEC as part of the Parent’s periodic reporting (whether or not the Parent is subject to such reporting requirements), and (ii) 105 days after the end of each Fiscal Year, a copy Year of the Borrower, the Borrower will deliver (A) an annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 of the computations used by such accountants in determiningSubsidiaries, as of at the end of such Fiscal Year, compliance and the related consolidated statements of income, shareholders’ equity and cash flows, each for such Fiscal Year (which requirement shall be deemed satisfied by the delivery of the Parent’s Annual Report on Form 10-K (or any successor form) for such Fiscal Year), accompanied by an opinion 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 respect to such financial statements from KPMG LLP or another firm of independent certified public accountants of recognized national standing selected by the Parent or otherwise reasonably acceptable to GAAP the Required Lenders, which report shall be prepared in accordance with Statement of Auditing Standards No. 58 (the “Statement”), as amended, entitled “Reports on Audited Financial Statements” and such report shall be without any material qualification or exception as to the scope of such audit or any “going concern” qualification (ii) a certificate other than to the extent related to the impending stated maturity of the Chief Financial Officer Obligations under the Loan Documents), (or other Responsible OfficerB) consolidating balance sheets of the Parent Guarantor stating that no Default has occurred and is continuing orits Subsidiaries, if a Default has occurred and is continuingas at the end of such Fiscal Year, a statement as to the nature thereof and the action that related consolidating statements of income, for such Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Parent Guarantor has taken as having been prepared in accordance with GAAP, and proposes to take (C) consolidated balance sheets of the Borrower and its subsidiaries, as at the end of such Fiscal Year, and the related consolidated statement of income, for such Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Borrower as having been prepared in accordance with respect theretoGAAP.

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 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, 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 Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (xi) an unqualified opinion acceptable as to such audit report of a Public Accountant, (ii) with respect to Fiscal Year 2006 and thereafter, a certificate of such accounting firm to the Required Lenders Lender Parties stating that in the course of KPMG LLPthe regular audit of the business of the Borrower and its Subsidiaries, Ernst & Young LLP 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 other independent public accountants of recognized standing reasonably acceptable to if, in the Administrative Agent, and (y) a report opinion of such independent public accountants accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement 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 objectednature thereof, together with (i) 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 GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor Borrower shall also provide, if necessary for the determination provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of the Chief senior Financial Officer (or other Responsible 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 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 within 90 days after the end of each Fiscal Year, (i) a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable as to the Required Lenders such audit report of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, and together with for each Fiscal Year (yx) a report certificate of such independent public accountants accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent and its 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 under Section 5.04 of this Agreement has occurred and is continuing, or if, in the opinion of such accounting firm, such Default has occurred and is continuing, a statement as to the Borrower’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002nature thereof, 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 (iy) 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 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 5.04 and (iiz) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor 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 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, a copy (i) audited combined financial statements of the annual audit report for Borrower and the Group II Holding Companies including their respective Subsidiaries (to the extent that such year for the Parent Guarantor and its Consolidated Subsidiariescompany is not a Non-Recourse Subsidiary) including combined balance sheets, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement statements of cash flows of the Parent Guarantor Borrower and its the Group II Holding Companies including their respective Subsidiaries (to the extent that such company is not a Non-Recourse Subsidiary) for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor Year, all prepared in accordance with the Securities GAAP and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable as to the Required Lenders such audited financial statements of Deloitte & Touche, Ernst & Young, KPMG LLP, Ernst & Young LLP Pricewaterhouse Coopers or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentAgent (the “Public Accountant”), and (yii) a report certificate of such independent public accountants accounting firm to the Administrative Agent stating that in the course of the regular audit of the business of Borrower and the Group II Holding Companies including their respective Subsidiaries (to the extent that such company is not a Non-Recourse Subsidiary), 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 7.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 7.04 has occurred and is continuing, a statement 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 objectednature thereof, together with (i) 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 5.047.04; provided that, 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 7.04, (y) in LSP Gen Finance First Lien Credit Agreement the event of any change in GAAP accounting principles used in the preparation of such financial statements, the Parent Guarantor Borrower shall also provide, if necessary for the determination provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (z) 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 certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor has 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 7.04 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. (i) As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income 77 and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders Administrative Agent of KPMG LLP, Ernst Coopers & Young LLP or Lybrxxx xx other independent public accountants of 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 objectedLenders, together with (iA) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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 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 5.04Sections 5.04(a) through (c), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor 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 (iiC) a certificate of the Chief Financial Officer (or other Responsible Officer) chief financial officer of the Parent Guarantor Borrower stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor Borrower has taken and proposes to take with respect theretothereto 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 within 90 ninety (90) days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLPKPMG, Ernst & Young LLP (or any other so-called “Big Four” accounting firm), Gxxxx Xxxxxxxx LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, which opinion shall be prepared in accordance with generally accepted auditing standards, and (y) if applicable, a report of such independent public accountants as to the BorrowerParent Guarantor’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 of the computations used by such accountants the Borrowers in determining, as of the end of such Fiscal Year, compliance with the covenants 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 Parent Guarantor 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 Parent Guarantor Borrowers stating that (A) 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 Borrowers have taken and proposes propose to take with respect theretothereto and (B) the Debt Yield as of the 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 within 90 120 days after the end of each Fiscal Year, a copy of the annual audit report for such year Fiscal Year for the Parent Guarantor and its Consolidated SubsidiariesGroup, including therein Consolidated consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries Consolidated Group as of the end of such Fiscal Year and Consolidated consolidated and consolidating statements of income and a Consolidated and consolidating consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries Consolidated Group 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)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst Deloitte & Young LLP Touche or other independent public accountants of 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 objectedLenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Consolidated 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 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 Parent Guarantor 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 (iiiii) a certificate of the Chief Financial a Responsible Officer (or other Responsible Officer) of the Parent Guarantor Borrower stating that no Default (A) such officer has occurred 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 is continuing 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 a Default has occurred in default, specifying all such defaults 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 theretoevents of which such officer may have knowledge.

Annual Financials. As The Parent Guarantor or the Issuer shall, as soon as available and in any event within 90 days after the end of each Fiscal Year, deliver to the Applicable Parties a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission SEC shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders Controlling Party of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentControlling Party, and (y) a report of such independent public accountants as to the BorrowerIssuer’s internal controls required under Section 404 of the SxxxxxxxXxxxxxxx-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 Controlling Party have not objected, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent Controlling Party of the computations used prepared by such accountants in determiningdemonstrating, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.045.04 of each Credit Agreement, 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 5.045.04 of each Credit Agreement, 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 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. Notwithstanding the foregoing, the Parent Guarantor and the 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 (i) With respect to Holdings, within 90 120 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated SubsidiariesHoldings, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating balance sheet, statements of income income, and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries Holdings 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)Year, in each case accompanied by (x) an unqualified opinion acceptable as to such audit report of any of the Required Lenders of KPMG LLP, Ernst & Young LLP “Big 4” accounting firms or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentAgentan Approved Accounting Firm, 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 2002which opinion shall not have any “going concern” qualification, but only except to the extent the Borrower is subject to Section 404, in each case certified in that such a manner to which the Required Lenders have not objected, together with (i) a schedule in form reasonably satisfactory “going concern” qualification relates to the Administrative Agent report and opinion accompanying the financial statements for the Fiscal Year immediately prior to the stated final maturity date of the computations used by such accountants in determining, as of the end Advances and which qualification or statement is solely a consequence of such Fiscal Yearimpending stated final maturity date under this Agreement; provided that, 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 provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and former GAAP. (ii) a certificate Incidental to the delivery of the Chief Financial reporting required in subparagraph (b)(i) above, within 120 days after the end of each Fiscal Year, derivative reconciliations with respect to the Parent and its Restricted Subsidiaries (in a form reasonably satisfactory to the Administrative Agent) as of the end of such Fiscal Year, covering balance sheets, statements of income, and statements of cash flows, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Responsible Officer (or other Responsible Officer) of the Parent Guarantor as having been prepared in accordance with GAAP (other than the absence of footnotes), together with (A) a certificate on behalf of the Parent signed by a Responsible Officer of the Parent stating that no Event of Default has occurred and is continuing or, if a aan Event of 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, (B) a schedule prepared by a Responsible Officer of the Parent in form satisfactory to the Administrative Agent of the computations used by the Parent in determining a pro forma calculation of the Leverage Ratio, (C) a certificate on behalf of the Parent signed by a Responsible Officer of the Parent (1) listing all Unrestricted Subsidiaries at such time and certifying that each Subsidiary set forth on such list qualifies as an Unrestricted Subsidiary, and (2) attaching a reconciliation statement reflecting the adjustments necessary to eliminate the assets, liabilities, revenues, expenses and net income of the Unrestricted Subsidiaries in such financial statements (it being understood and agreed that such reconciliation statements shall not be audited) or, in the case of the first such list so delivered, since the SecondThird Amendment Effective Date, and (32) certifying that no Subsidiary is a Foreign Subsidiary, Excluded Subsidiary, or an Unrestricted Subsidiary except as identified therein, and (3) identifying each incurrence of Debt for Borrowed Money in an amount in excess of $20,000,000, each issuance of Equity Interests outside of the ordinary course of business with a value in excess of $20,000,000, and each Transfer of any Collateral outside of the ordinary course of business whether or not included in the Borrowing Base or the Term Borrowing Base with an aggregate value in excess of $20,000,000, in each case occurring during the period covered by the financial statements delivered with such certificate, (D) [reserved], (E) a calculation of the Fixed Charge Coverage Ratio (including, without limitation, EBITDA), in form and detail satisfactory to the Administrative Agent, and (F) to the extent not previously disclosed to the Administrative Agent, a description of any new Subsidiary and a listing of any registrations, and applications for registration, of Intellectual Property filed, acquired or made by any Loan Party or that are no longer Excluded Assets, or any abandoned or lapsed registered Intellectual Property of any Loan Party, in each case since the date of the most recent list delivered pursuant to this clause (F) (or, in the case of the first such list so delivered, since the SecondThird Amendment Effective Date).

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, (i) a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement statements 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable as to the Required Lenders such audit report of KPMG LLP, Ernst & Young LLP or other independent public accountants of nationally recognized standing or which are reasonably acceptable to the Administrative AgentRequired Lenders (that is unqualified as to (x) scope (except to the extent relating to any change in the Parent’s existing independent public accountants), (y) going concern and that excludes any explanatory paragraph or modifying wording with respect to going concern (other than to the extent related to the impending maturity of the Obligations under the Loan Documents), and (yz) consistent application of accounting principles (other than required or preferred modifications in accordance with GAAP), together with for each Fiscal Year (x) a report certificate of such independent public accountants accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent and its 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 under Section 5.04 of this Agreement has occurred and is continuing with respect to accounting matters, or if, in the opinion of such accounting firm, such Default has occurred and is continuing, a statement as to the Borrower’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002nature thereof, 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 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 and (iiy) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor 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 (z) 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 and (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.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated SubsidiariesSubsidiaries (which may be the Parent Guarantor’s annual report on Form 10-K for such year), including therein Consolidated and consolidating consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating consolidated statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 objectedLenders, together with (i) 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 in the course of the regular audit of the business of the Parent Guarantor and its 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 reasonably 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, 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 and (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officerperson 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 within no later than 90 days after (or 105 days with respect to the Fiscal Year ending December 31, 2010) following the end of each the Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated SubsidiariesFiscal Year, including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (xA) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent, 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 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 and (iiB) a certificate of the Chief Financial a Responsible Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect thereto, together with a schedule in form reasonably 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; 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; provided further that in the event the Borrower’s accountants have not yet completed the procedures required to issue an opinion at the time delivery of such opinion would be required under preceding clause (A), the requirement to deliver the annual audit report (and the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the Borrower’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year; and provided further that, if the Borrower has designated any Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the annual financial information required by this Section 5.03(c) shall include a reasonably detailed presentation, as determined in good faith by senior management of the Borrower, either on the face of the financial statements or in the footnotes thereto, and in (to the extent delivered or required to be delivered) “Management’s Discussion and Analysis Condition and Results of Operations,” of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement Consolidating statements of cash flows of the Parent Guarantor Borrower 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion reasonably acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP PriceWaterhouseCoopers or other independent public accountants of 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 certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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 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 generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor 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 (iiiii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor 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 Guarantor Borrower has taken and proposes to take with respect thereto, provided, that, each consolidating balance sheet, consolidating statement of income and consolidating statement of cash flow to be delivered under this Section 5.03(b) shall distinguish between the Restricted Subsidiaries and Unrestricted Subsidiaries of the Borrower.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating 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 Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion reasonably acceptable to the Required Lenders Holders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 objectedHolders, together with (i) a certificate of such accounting firm to the Significant Holders stating that in the course of the regular audit of the business of the Parent Guarantor and its 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 with respect to Section 11 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default with respect to Section 11 has occurred and is continuing, a statement as to the nature thereof, (ii) to the extent available, a schedule in form reasonably satisfactory to the Administrative Agent Required Holders of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.0411, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.0411, a statement of reconciliation conforming such financial statements to GAAP GAAP, and (iiiii) a certificate of the Chief Financial Officer (or other Responsible OfficerOfficer performing similar functions) of the Parent Guarantor stating that such financial statements have been prepared in accordance with generally accepted accounting principals as in effect from time to time in the United States of America 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 Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor Borrower and its Consolidated Subsidiaries, Subsidiaries including therein a Consolidated and consolidating balance sheets sheet of the Parent Guarantor Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated and consolidating statements statement of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Borrower and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy Year, in each case setting forth in comparative form the corresponding figures as of the annual audit report filed by end of and for the Parent Guarantor with the Securities 61 68 prior Fiscal Year and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by an opinion (xunqualified as to scope and without a "going concern" or like qualification or exception) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young Deloitte and Touche LLP or other independent certified public accountants of recognized national 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 letter of such accounting firm to the Administrative Agent and Lender Parties stating that in the course of the regular audit of the business of the Borrower and its 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 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 5.04Sections 5.04(a) through (c), provided provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor 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 (iiiii) a certificate of the Chief Financial Responsible Officer (or other Responsible Officer) of the Parent Guarantor 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 Parent Guarantor Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event ----------------- within 90 120 days after the end of each Fiscal Year, (i) a copy of the annual audit report for such year Fiscal Year for the Parent Guarantor Fox Kids and its Consolidated Subsidiaries, including therein the Consolidated and consolidating balance sheets sheet of the Parent Guarantor Fox Kids and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income operations, stockholders' equity and a Consolidated and consolidating statement of cash flows of the Parent Guarantor Fox Kids 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 Securities and Exchange Commission shall satisfy the foregoing requirements)Year, in each case accompanied by (x) an unqualified opinion or an opinion otherwise acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, Required Lenders and (yii) a report 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 independent public accountants 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 to the Borrower’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act last day of 2002, but only to the extent immediately preceding Fiscal Year from the Borrower is subject to Section 404Consolidated balance sheet for such Persons for such immediately preceding Fiscal Year and, in the case of each case certified such Consolidated statement of operations, stockholders' equity or cash flows, the corresponding figures for the immediately preceding Fiscal Year, all in a manner to which the Required Lenders have not objectedreasonable detail, together with (iA) 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 5.04Sections 5.02(g)(i)(G), provided that 5.02(h)(i)(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 (B) in the event of any change in GAAP 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 financial statements, the Parent Guarantor accountants shall also provideprovide 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 GAAP and (ii) a certificate the generally accepted accounting principles applied in the preparation of the Chief Financial Officer (or other Responsible Officer) Consolidated financial statements of Fox Kids and its Subsidiaries for the Parent Guarantor stating that no Default has occurred and is continuing orFiscal Quarter ending September 30, 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 thereto1997.

Annual Financials. As soon as available and (x) in any event within 90 45 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated Subsidiaries, including therein preliminary Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating Consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year Year, in reasonable detail and duly certified (it being acknowledged that a copy subject to year-end audit adjustments) by the chief financial officer of the annual audit report filed by the Parent Guarantor as having been prepared in accordance with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent public accountants of 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 objectedGAAP, together with (i) a certificate of said 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 Parent Guarantor has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants the Parent Guarantor in determining, as of the end of such Fiscal Year, determining compliance with the covenants contained in Section 5.04, provided 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 and (y) and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Subsidiaries, including therein Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of PricewaterhouseCoopers LLC or other independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent Guarantor and its 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 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 certificate of the Chief Financial Officer (or other Responsible Officer) chief financial officer of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default 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 (i) With respect to Express, Inc., within 90 120 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Consolidated SubsidiariesExpress, including therein Consolidated and consolidating balance sheets of the Parent Guarantor and its Subsidiaries Inc., as of the end of such Fiscal Year and a Consolidated and consolidating statements balance sheet, statement of income income, and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries Express, Inc. 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)Year, in each case accompanied by (x) an unqualified opinion acceptable as to such audit report of any of the Required Lenders of KPMG LLP, Ernst & Young LLP “Big 4” accounting firms or other independent public accountants of 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 2002which opinion shall not have any “going concern” qualification, but only except to the extent the Borrower is subject to Section 404, in each case certified in that such a manner to which the Required Lenders have not objected, together with (i) a schedule in form reasonably satisfactory “going concern” qualification relates to the Administrative Agent report and opinion accompanying the financial statements for the Fiscal Year immediately prior to the stated final maturity date of the computations used by such accountants in determining, as of the end Advances and which qualification or statement is solely a consequence of such Fiscal Yearimpending stated final maturity date under this Agreement; provided that, 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 provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and former GAAP. (ii) a certificate Incidental to the delivery of the Chief Financial reporting required in subparagraph (b)(i) above, within 120 days after the end of each Fiscal Year, derivative reconciliations with respect to the Parent and its Subsidiaries (other than the Foreign Subsidiaries) (in the form delivered prior to April 13, 2015 or another form reasonably satisfactory to the Administrative Agent) as of the end of such Fiscal Year, covering balance sheets, statements of income, and statements of cash flows, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Responsible Officer (or other Responsible Officer) of the Parent Guarantor as having been prepared in accordance with GAAP (other than the absence of footnotes), together with (x) a certificate on behalf of the Parent signed by a Responsible Officer of the 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 Guarantor has taken and proposes to take with respect thereto, and (y) a schedule prepared by a Responsible Officer of the Parent in form satisfactory to the Administrative Agent of the computations used by the Parent in determining a pro forma calculation of the Leverage Ratio.