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 Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young 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 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 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 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 95 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower BMCA and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower BMCA 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 the Borrower BMCA and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Required LendersAdministrative Agent, together with (i) a certificate schedule, certified by a Responsible Financial Officer 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 ifBMCA, 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 setting forth (w) the computations used by such accountants in determining, as of Leverage Ratio on the end last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining 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 Borrower BMCA shall also provide, if necessary for the determination of compliance with Section 5.04any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of the Chief a Responsible Financial Officer of BMCA 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 Borrower BMCA 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 Borrower and its Subsidiaries, including therein a Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement consolidated statements of income and a Consolidated consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders Administrative Agent of Ernst Deloitte & Young Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Required LendersAdministrative Agent, 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 of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, a statement as to the nature thereof, thereof and (ii) a compliance certificate of the chief financial officer of the Borrower (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants the Borrower in determining, as of the end of such Fiscal Year, determining compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect 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 Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst & Young KPMG LLP or other independent public accountants of recognized standing acceptable to the Required Lendersnational standing, 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 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 Borrower shall also provide, if necessary for the determination of compliance with Section 5.045.04 from GAAP, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer of the Borrower stating that to the best of such officer’s knowledge, 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement consolidated statements of income and a Consolidated consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders Administrative Agent of Ernst Deloitte & Young Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Required LendersAdministrative Agent , 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 of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(q) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(q) or 5.04 has occurred and is continuing, a statement as to the nature thereof, thereof and (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 chief financial officer of the Borrower (A) setting forth in reasonably detail the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect theretothereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.02(q) and 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 5.02(q) and Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

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 Borrower and its SubsidiariesFiscal Year, including therein a Consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion acceptable to the Required Lenders of Ernst & Young or other independent public accountants of recognized national standing reasonably acceptable to the Required Lenders, together with Administrative Agent and (iB) a certificate of such accounting firm to the Lender Parties stating that in the course a Responsible Officer 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 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 Company stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Company has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) 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 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 Company shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to GAAP; provided further that in the event the Company’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 Company’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.

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 Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst & Young Young, LLP 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 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 continuingcontinuing under Section 5.02(p) or Section 5.04, or if, in the opinion of such accounting firm, such 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 5.04Sections 5.04(a) through (d), 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 chief financial officer of the 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 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 Borrower and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion a report that is unqualified or is otherwise reasonably acceptable to the Required Lenders of Ernst Deloitte & Young Touche LLP (or such 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 Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm nothing has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of come to such accounting firm, a Default ’s attention that would cause it to believe that the Borrower has occurred and is continuing, a statement as failed to comply with the nature thereofcovenant set forth in Section 5.03, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such accountants accounting firm in determining, as of to the end fourth quarter of such Fiscal Year, compliance with the covenants covenant 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 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 (iii) a certificate of the Chief Financial Officer of the 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 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 Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst & Young Young, LLP or Deloitte Touche LLP or other independent public accountants of nationally recognized standing acceptable to the Required Lendersstanding, 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 continuingcontinuing under Section 5.02(p) or Section 5.04, or if, in the opinion of such accounting firm, such 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 the Borrower 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 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 chief financial officer of the 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 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 Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP 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 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 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 GAAP, (iii) a statement of reconciliation satisfactory to the Administrative Agent for the Borrower on a stand-alone basis and (iv) a certificate of the Chief a Financial Officer of the 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 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 Borrower Parent Guarantor and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower Parent Guarantor and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young KPMG LLP 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 Borrower 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 Borrower 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 (iii) a certificate of the Chief Financial Officer (or person performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Parent Guarantor 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst Deloitte & Young Touche LLP 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 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 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 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 chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a Default 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, a copy of the annual audit report for such year for the Borrower USI and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower USI and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower USI and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders Steering Committee Majority of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Required LendersSteering Committee Majority, together with (i) a certificate of such accounting firm to the Lender Parties Banks stating that in the course of the regular audit of the business of the Borrower USI 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 Debt Coordinator of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.046.04, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower USI shall also provide, if necessary for the determination of compliance with Section 5.046.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer of USI 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 USI 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 (but, in the case of the 2006 Fiscal Year, 150 days after the end of such Fiscal Year), a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion acceptable as to the Required Lenders such audit report of Ernst & Young KPMG LLP 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 Borrower Administrative Agent 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 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 senior financial officer of the Borrower (A) certifying such financial statements as having been prepared in accordance with GAAP, (B) 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 theretothereto and (C) attaching a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to 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 Borrower and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion a report that is unqualified or is otherwise reasonably acceptable to the Required Lenders of Ernst Deloitte & Young Touche LLP (or such 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 Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm nothing has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of come to such accounting firm, a Default ’s attention that would cause it to believe that the Borrower has occurred and is continuing, a statement as failed to comply with the nature thereofcovenant set forth in Section 5.03, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such accountants accounting firm in determining, as of to the end fourth quarter of such Fiscal Year, compliance with the covenants covenant 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 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 (iii) a certificate of the Chief Financial Officer treasurer, assistant treasurer or other financial officer of the Borrower (reasonably acceptable to the Administrative Agent) 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 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 Yearfiscal year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statement statements of income and a Consolidated statement statements of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an unqualified opinion reasonably acceptable to the Required Lenders of Ernst & Young PricewaterhouseCoopers or other independent public accountants of recognized standing reasonably acceptable to the Required LendersAgent, together with (i) a certificate of such accounting firm to the Lender Parties Agent 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 satisfactory to the Administrative Agent of the computations used by such accountants the Borrower in determining, as of the end of such Fiscal Year, determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP 5.03 and (iii) a certificate of the Chief Financial Officer 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst & Young KPMG LLP or other independent public accountants of recognized standing acceptable to the Required Lendersnational standing, 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 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 Borrower shall also provide, if necessary for the determination of compliance with Section 5.045.04 from GAAP, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer of the Borrower stating that to the best of such officer's knowledge, 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 90 120 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst Deloitte & Young Touche LLP 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 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 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 computations, if any, used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a Default 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 90 120 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP 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 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 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 computations, if any, used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a Default 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 95 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower BMCA and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower BMCA 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 the Borrower BMCA and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Required LendersAdministrative Agent, together with (i) a certificate schedule, certified by a Responsible Financial Officer 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 ifBMCA, 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 setting forth (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by such accountants BMCA in determining, as of the end of such Fiscal Year, determining compliance with the covenants covenant contained in Section 5.04, when applicable, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower BMCA shall also provide, if necessary for the determination of compliance with Section 5.04any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of the Chief a Responsible Financial Officer of BMCA 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 Borrower BMCA 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 Yearfiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statement and consolidating statements of income income, retained earnings and a Consolidated statement of cash flows flow of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion reasonably acceptable to the Required Lenders Lender of Ernst & Young or other independent public accountants of recognized standing reasonably acceptable to the Required LendersLender, together to- gether 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, continuing 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 (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 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 Yearno later than January 30, 2006, a copy of the annual audit report for such year the Fiscal Year ended October 31, 2005 for the Borrower Guarantor and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower Guarantor and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion acceptable as to the Required Lenders such audit report of Ernst & Young PricewaterhouseCoopers LLP 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 Borrower Lenders 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 report of such independent public accountants as to the Administrative Agent Guarantor’s internal controls required under Section 404 of the computations used by such accountants Xxxxxxxx-Xxxxx Act of 2002, in determiningeach case certified in a manner to which the Required Lenders have not objected, as of the end of such Fiscal Year, compliance together 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; provided, however, that any document required to be delivered pursuant to this Section 5.03(b) shall be deemed to have been furnished to the Agents and the Lenders if such document has been filed with the Securities and Exchange Commission via its Electronic Data Gathering Analysis and Retrieval System (or any successor system) and such document is publicly available.

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 Fiscal Year for the Lead Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Lead Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Lead Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst & Young or other independent public accountants of recognized standing acceptable to the Required Lendersstanding, together with (i) commencing with the Fiscal Year ended December 31, 2021, a certificate of such accounting firm to the Lender Loan Parties stating that in the course of the regular audit of the business of the Lead 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 financial covenants contained in Section 5.04, 5.13; provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Lead Borrower shall also provide, if necessary for the determination of compliance with Section 5.045.13, a statement of reconciliation conforming such financial statements to GAAP and GAAP, (iii) a certificate of the Chief Financial Officer chief financial officer of the Lead 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 Lead Borrower has taken and proposes to take with respect thereto, and (iv) a Compliance Certificate.

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 Borrower and its Subsidiaries, including therein a audited Consolidated and unaudited consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a audited Consolidated statement and unaudited consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case with respect to such audited balance sheets and statements of income and cash flow accompanied by an opinion acceptable to the Required Lenders Administrative Agent of Ernst & Young Xxxxxx Xxxxxxxx LLP or other independent public accountants of recognized standing acceptable to the Required LendersAdministrative Agent, together with (i) a certificate of such accounting firm to the Lender Parties 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 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 5.04Sections 6.02(a), provided that (b), (d), (e), (f) and 6.04 and including a comparison of the results for such Fiscal Year to the results for such Fiscal Year set forth in the event of any change in GAAP used in the preparation of such financial statementsforecast delivered pursuant to Section 6.03(l), 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 chief executive officer, chief financial officer, treasurer or controller of the Borrower (A) stating that the representations and warranties in Section 5.01 are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto., and (B) verifying, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f) and 6.04, and the computations (which shall be set forth therein) used in determining such compliance. Notwithstanding the foregoing, Borrower shall not be required to report consolidating numbers with respect to Smart & Final de Mexico, S.A. de C.V.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion reasonably acceptable to the Required Lenders Administrative Agent of Ernst & Young or other independent public accountants of recognized standing reasonably 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 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 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 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, a copy of the annual audit report for such year for the Borrower Company and its Subsidiaries, including therein a Consolidated consolidated balance sheet sheets of the Borrower Company and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement consolidated statements of income and a Consolidated statement operations, consolidated statements of cash flows and statements of stockholders equity of the Borrower Company and its consolidated Subsidiaries for such Fiscal Year, in each case accompanied reported on without qualification arising out of the scope of the audit by an opinion acceptable to the Required Lenders of Ernst & Young or other independent public accountants of nationally recognized standing acceptable to the Required Lendersand without a "going concern" paragraph, together with (i) a certificate of such accounting firm to the Lender Parties Purchaser stating that in the course of the regular audit of the business of the Borrower Company 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 Purchaser of the computations used by the Company and confirmed by such accountants to be correct in determining, as of the end of such Fiscal Year, compliance with the covenants contained covenant set forth in Section 5.048.5(n), 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 chief financial officer or treasurer of the Company stating that such officer has obtained no knowledge that a 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 Borrower Company has taken and proposes to take with respect thereto, (iv) a schedule showing all expenditures of a capital nature in excess of $50,000 individually during such Fiscal Year, (v) a report prepared by such officer, in form reasonably satisfactory to the Purchaser, comparing the information in such annual financial statements to the Business Plan for the applicable Fiscal Year and (vi) 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 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 Borrower Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower Parent 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 the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion acceptable to the Required Lenders as to such audit report of Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Lenders and (ii) to the extent required by applicable law, a report of such independent public accountants as to the Parent’s internal controls required under Section 404 of Sxxxxxxx-Xxxxx, in each case certified in a manner reasonably acceptable to the Required Lenders, together with (ix) 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 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 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 thereof and (iiiy) 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 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 Borrower AYE and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower AYE 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 the Borrower AYE and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion a report that is unqualified or is otherwise reasonably acceptable to the Required Lenders of Ernst & Young Pricewaterhouse Coopers (or such other independent public accountants of recognized standing acceptable to the Required Lenders), as filed with the SEC, together with with, for each Fiscal Year, (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 AYE and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm nothing has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of come to such accounting firm, a Default 's attention that would cause it to believe that AYE has occurred and is continuing, a statement as failed to comply with the nature thereofcovenants set forth in Section 5.04, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by AYE and used by such 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 Borrower AYE shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date and (iii) a certificate of the Chief Financial Officer of AYE stating that no 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 Borrower AYE 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 US Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets and related Consolidated statements of the Borrower operations, shareholders’ equity 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 the Borrower and its Subsidiaries for such Fiscal Yearflows, in each case accompanied by an opinion acceptable (which shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Required Lenders scope of Ernst & Young such audit) of PricewaterhouseCoopers or other independent public accountants of recognized standing acceptable to the Required Lenders (it being understood and agreed that Ernst & Young LLP, KPMG and Deloitte are acceptable to the Required Lenders), together with (i) a certificate report of such accounting firm certifying to the Lender Parties stating that in the course of the regular audit of the business of the US 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 (in so far as such default relates to accounting matters) and is continuing, or if, in the opinion of such accounting firm, a Default (related to accounting matters) 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, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the US 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 or Treasurer of the US 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 US 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 Yearfiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young Price Waterhouse LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Lenders, together with (i) a certificate of such accounting firm to the Lender Parties Lenders stating that such accounting firm has reviewed Section 6.4 hereof (including all relevant definitions) and in the course of the regular audit of the business of the Borrower and its 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 and detail satisfactory to the Administrative Agent of 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 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 6.4 and (iii) a certificate of the Chief Financial Officer Borrower signed on behalf of the Borrower by its chief financial officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 92 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower Company and its Subsidiaries, including therein a Consolidated balance sheet and, to the extent required by the auditor of the Borrower Company and its Subsidiaries, consolidating balance sheets of the Company and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and, to the extent required by the auditor of the Company and its Subsidiaries, consolidating statements of income and a Consolidated statement of cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders Holders of Ernst & Young KPMG LLP or other independent public accountants of recognized standing acceptable to the Required LendersHolders, together with (i) a certificate of such accounting firm the Chief Financial Officer to the Lender Parties Purchaser stating that in the course of the regular audit of the business of the Borrower Company 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 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 Company 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 Borrower Company has taken and proposes to take with respect theretothereto and (iii) copies of the management comment letter or recommendations, if any, of KPMG LLP or other independent accountants of recognized standing acceptable to the Required Holders addressed to the management of the Company in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them.

Annual Financials. As soon as available and in any event within Within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows flow of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young or other independent public accountants of recognized standing acceptable to the Required LendersAdministrative Agent, 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 of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(p) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(p) or 5.04 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 5.04Sections 5.04(a) through (d), 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 corporate controller, chief financial officer or principal financial officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has 100 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 90 100 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion without a "going concern" or similar qualification or exception or a qualification arising out of the scope of the audit and otherwise acceptable to the Required Lenders Administrative Agent of Ernst & Young LLP 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 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 107 107 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 as in effect on the date hereof and (iii) a certificate of the Chief Financial Officer of the Borrower stating either that such Chief Financial Officer has, after due inquiry, no knowledge that any Default has occurred and is continuing or, if the Chief Financial Officer has knowledge that a Default has occurred and is continuing, a statement as to the nature thereof and the action that the 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 Borrower REIT and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower REIT and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower REIT and its Subsidiaries for such Fiscal YearYear (it being acknowledged that a copy of the annual audit report filed by the REIT with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by an opinion reasonably acceptable to the Required Lenders Administrative Agent of Ernst & Young KPMG LLP or other independent public accountants of recognized standing reasonably acceptable to the Required LendersAdministrative Agent, together with (i) a certificate of such accounting firm to the Lender Parties Lenders stating that in the course of the regular audit of the business of the Borrower REIT 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 Borrower REIT 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 (or other Responsible Officer performing similar functions) of the REIT 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 REIT 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 Borrower Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower Parent 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 the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion acceptable to the Required Lenders as to such audit report of Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Lenders and (ii) to the extent required by applicable law, a report of such independent public accountants as to the Parent’s internal controls required under Section 404 of Sxxxxxxx-Xxxxx, in each case certified in a manner reasonably acceptable to the Required Lenders, together with (ix) a certificate of such accounting firm to the Lender Parties Lenders stating that in the course of the regular audit of the business of the Borrower 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 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 thereof and (iiiy) 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young PricewaterhouseCoopers 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 Parties, stating that in the course of the regular audit of the business consolidated financial statements 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 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 5.045.4, and a letter from such accountants confirming their agreement with the procedures used by the Borrower in such computations and verifying the mathematical accuracy of such computations, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.045.4, a statement of reconciliation conforming such financial statements to GAAP and provided further that the Borrower shall also provide, to the extent necessary, a balance sheet, statement of income and statement of cash flows that will exclude the Unrestricted Subsidiaries and Permitted Joint Ventures that existed during such reporting period and (iii) a certificate of the Chief Financial Officer 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst & Young KPMG LLP or other independent public accountants of recognized standing acceptable to the Required Lendersnational standing, 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 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 Borrower shall also provide, if necessary for the determination of compliance with Section 5.045.04 from GAAP, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer of the Borrower stating that to the best of such officer's knowledge, 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 Within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows flow of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young or other independent public accountants of recognized standing acceptable to the Required LendersAdministrative Agent, 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 of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(p) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(p) or 5.04 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 5.04Sections 5.04(a) through (d), 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 corporate controller, chief financial officer or principal 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, a copy of the an annual audit 10K report for such year for the Borrower Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower Parent 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 the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young Xxxxxx Xxxxxxxx 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 Borrower 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, thereof and (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 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion a report that is unqualified or is otherwise reasonably acceptable to the Required Lenders of Ernst Deloitte & Young Touche LLP (or such 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 Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm nothing has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of come to such accounting firm, a Default ’s attention that would cause it to believe that the Borrower has occurred and is continuing, a statement as failed to comply with the nature thereofcovenant set forth in Section 5.03, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such accountants accounting firm in determining, as of to the end fourth quarter of such Fiscal Year, compliance with the covenants covenant 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 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 (iii) a certificate of the Chief Financial Officer treasurer or chief financial officer of the 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 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 Borrower Limited and its Subsidiaries, including therein a Consolidated and Consolidating balance sheet sheets of the Borrower Limited and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and Consolidating statements of income and a Consolidated statement of cash flows of the Borrower Limited and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion reasonably acceptable to the Required Lenders of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) a certificate of such accounting firm addressed to the Lender Parties stating that in the course of the regular audit of the business of the Borrower Limited 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 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 Sections 5.04(a) through (d) and (iii) a certificate of the Chief Financial Officer chief financial officer of ESM 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 Borrower has Borrowers have taken and proposes propose 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion acceptable as to the Required Lenders such audit report of Ernst & Young Xxxxxx LLP or other independent public or chartered accountants of recognized standing acceptable to the Required LendersLenders and (ii) a report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, in each case certified in a manner to which the Required Lenders have not objected, together with (ix) a certificate of such accounting firm to the Lender Parties 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 under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof; provided that, if at any time, as a matter of policy, such accounting firm is refusing to provide such certificates to clients generally (iiand not just for the Borrower and its Subsidiaries), the Borrower shall not be required to provide the certificate described in this clause and (y) a schedule in form satisfactory to the Second Lien 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, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the 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 (iiiz) 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement consolidated statements of income and a Consolidated consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders Administrative Agent of Ernst Deloitte & Young Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Required LendersAdministrative Agent, 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 of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f), 5.02(p) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f), 5.02(p) or 5.04 has occurred and is continuing, a statement as to the nature thereof, thereof and (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 chief financial officer of the Borrower (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect theretothereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Sections 5.02(p) and 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 Sections 5.02(p) and 5.04, a statement of reconciliation conforming such financial statements to 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 an annual audit report on Form 10-K for such year for the Borrower Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower Parent 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 the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young BDO Xxxxxxx, LLP 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 Borrower 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 satisfactory to the Administrative Agent report setting forth all of the computations used Borrower's IFN revenues and PRI revenues by such accountants in determiningcircuit (or as otherwise agreed), as (iii) the Borrower's calculation of the end Senior Debt Ratio for the last quarter of such Fiscal Year and maximum Capital Expenditures for such Fiscal Year, compliance with a statement as to the covenants contained in Section 5.04, provided that in the event amount of any change in GAAP used in the preparation Debt of such financial statements, the Borrower shall also provideoutstanding under any Additional Facility and the amount of proceeds from any sale of assets, if necessary for the determination including obsolete equipment, received during such Fiscal Year (provided, that any such sale of compliance with Section 5.04assets individually or as part of a series of related transactions resulted in receipt of proceeds in excess of $100,000 in such Fiscal Year), and a statement of 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 (iiiiv) a certificate of the Chief Financial Officer of the Borrower stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 95 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower CBI and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower CBI and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement and consolidating statements of cash flows of the Borrower CBI and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young 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 Borrower CBI 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 Borrower 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 and (iii) a certificate of the Chief Financial Officer of 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 Borrower CBI has taken and proposes to take with respect thereto.

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 Borrower and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion that is unqualified or is otherwise reasonably acceptable to the Required Lenders of Ernst & Young PricewaterhouseCoopers (or such other independent public accountants of recognized standing acceptable to the Required Lenders), as filed with the SEC, together with with, for each Fiscal Year other than the Fiscal Year ending in 2003, (i) a certificate of such accounting firm to the Lender Parties 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 opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such 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 Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date and (iii) a certificate of the Chief Financial Officer of the 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 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 Borrower and its Restricted Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of such Fiscal Year Year, and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries for such Fiscal Year, in each case Year accompanied by an opinion acceptable to the Required Lenders of Ernst & Young 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 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 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 GAAP, (iii) a certificate of the Chief Financial Officer of the Borrower stating that no Default has occurred and is continuing or, if a Default 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 theretothereto and (iv) a copy of the annual management letter prepared by such independent public accountants.

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 Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP 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 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 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 GAAP, (iii) a statement of reconciliation satisfactory to the Administrative Agent for the Borrower on a stand-alone basis and (iiiiv) a certificate of the Chief Financial Officer of the 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 Borrower 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 Borrower Borrowers and its their Subsidiaries, including therein a (a) Consolidated and consolidating balance sheet sheets of the Borrower Borrowers and its their Subsidiaries as of the end of such Fiscal Year Year, and a (b) Consolidated statement and consolidating statements of income and a Consolidated statement and consolidating statements of cash flows of the Borrower 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 and in each case accompanied (in the case of such Consolidated financial statements) by an opinion acceptable to the Required Lenders Administrative Agent of Ernst & Young or other independent public accountants of recognized standing acceptable to the Required Lendersany "Big Five" accounting firm, together with (ia) a certificate 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 Borrowers and its 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 nature thereof, (iib) 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 5.04Article 8, provided PROVIDED, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower 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 (iiic) a certificate signed on behalf of the Chief Financial Officer each Borrower by its chief financial officer of each 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 such Borrower has taken and taken, is taking and/or 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 the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young KPMG 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 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 an Event of Default has occurred and is continuingcontinuing with respect to the financial covenants relating to the Facilities, or if, in the opinion of such accounting firm, a an Event of Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief a Responsible Financial Officer of the 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 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 Borrower Parent and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower Parent and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young 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 Lenders stating that in the course of the regular audit of the business of the Borrower 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 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 Borrower 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 (iii) a certificate of the Chief Financial Officer (or person performing similar functions) of the Parent 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 Borrower Parent 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 fiscal year of the annual audit report for such year for Borrower, the Borrower and its Subsidiarieswill furnish to the Administrative Agent, including therein a with sufficient copies for each Lender, the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year and accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst Coopers & Young Xxxxxxx L.L.P. or other independent public accountants of nationally recognized standing acceptable to stating that, except as expressly disclosed therein, said Consolidated financial statements present fairly, in all material respects, the Required LendersConsolidated financial position and results of operations of the Borrower and its Subsidiaries as of the last day of, and for, such fiscal year, together with (i) a certificate of such accounting firm to the Lender Parties 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, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Section 5.02(a), 5.02(b) or 5.04 as at the end of such fiscal year, insofar as such Sections relate to accounting firm has obtained no knowledge that a Default has occurred and is continuing, matters (or if, in the opinion of such accounting firm, such 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 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 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 5.04 and (iii) a certificate of a senior financial officer of the Chief Financial Officer Borrower (A) 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 theretothereto and (B) stating that, except as disclosed in the Form 10, since December 31, 1995, there has been no Material Adverse Change.

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 for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion acceptable as to the Required Lenders such audit report of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Required LendersLenders and (ii) if at such time the Borrower is 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 required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, in each case certified in a manner to which the Required Lenders have not objected, together with (ix) 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, (iiy) 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 5.04Financial Performance Covenants; provided that, provided that in the event of any change in GAAP used in the preparation of such financial statementsAccounting Change, the 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 (iiiz) 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 theretothereto (it being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.03(b) to the extent that such annual reports include the information specified herein).

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 Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated and consolidating statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst Deloitte & Young Touche 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 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 Second Amended and Restated Xxxxxxx Credit Agreement 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 generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer Vice President-Finance or Treasurer 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, a copy of the annual audit report for such year for the Borrower Powertel and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower Powertel and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Borrower Powertel and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young Arthxx Xxxexxxx XXX 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 Lenders stating that in the course of the regular audit of the business of the Borrower Powertel 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, Sections 6.01(o) through 6.01(v); provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04Sections 6.01(o) through 6.01(v), a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer chief financial officer of the 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 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 Borrower and its SubsidiariesFinancial Covenants Parties, including therein a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries Financial Covenants Parties as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries Financial Covenants Parties for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young or other independent public accountants of recognized standing acceptable to the Required LendersLenders 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 and its SubsidiariesFinancial 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 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 Borrower 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 (iii) a certificate of the Chief Financial Officer of the 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 Borrower applicable Financial Covenants Party 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 Borrower Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower Parent 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 the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young BDO Xxxxxxx, LLP 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 Lenders stating that in the course of the regular audit of the business of the Borrower 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 continuingcontinuing under Section 5.02(q) in respect of such Fiscal Year, or if, in the opinion of such accounting firm, a Default has occurred and is continuingcontinuing under Section 5.02(q) in respect of such Fiscal Year, a statement as to the nature thereof, (ii) beginning with the Fiscal Year ended December 31, 2005, a schedule in form satisfactory to Financial Covenants Certificate stating the Administrative Agent Borrower’s calculation of the computations used by such accountants ratios set forth in determining, as of Section 5.02(q) for the end 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 Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, 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 (iii) 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 stating such date, other than any such representations or warranties that, by their terms, refer to a specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 100 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst Deloitte & Young Touche LLP 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 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 satisfactory to the Administrative Paying Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a Default 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 ninety (90) days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower Parent and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower Parent and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP 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 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 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 5.04Sections 5.04(a) through (d), 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 chief financial officer of the 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 Borrower has taken and proposes to take with respect theretothereto and (iv) 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 and in any event within 90 days after the end of each Fiscal YearYear (i), a copy of the annual audit report audited financial statements for such year for the Borrower Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower Parent 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 the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion acceptable (without a “going concern” or like qualification or exception and without any qualification or exception as to the Required Lenders scope of Ernst & Young such audit) of KPMG LLP or other independent public accountants of recognized standing acceptable to the Required Lendersnational standing, 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 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 (iiiB) a certificate of the Chief Financial Officer chief financial officer or other senior financial or senior accounting officer of the Parent stating that that, to such officer’s knowledge after due inquiry, 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 Parent has taken and proposes to take with respect thereto, 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 and (ii) the unaudited consolidated balance sheet and related statement of income of the Measured Entities as of the end of and for such year, all certified by the Parent’s chief financial officer or other senior financial or senior accounting officer as presenting fairly in all material respects the financial condition and results of operations of the Measured Entities, on a consolidated basis consistently applied.

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 Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable as to the Required Lenders such audit report of Ernst & Young KPMG LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, together with for each Fiscal Year (ix) 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 under Section 5.04 of this Agreement has occurred and is continuing, or if, in the opinion of such accounting firm, a such Default has occurred and is continuing, a statement as to the nature thereof, (iiy) 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 5.04 and (iiiz) 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 theretothereto and (ii) consolidating balance sheets and consolidating statements of income, in each case, of the Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, (i) a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable as to the Required Lenders such audit report of Ernst & Young KPMG LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, together with for each Fiscal Year ending on and after December 31, 2005 (ix) 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 under Section 5.04 of this Agreement has occurred and is continuing, or if, in the opinion of such accounting firm, a such Default has occurred and is continuing, a statement as to the nature thereof, (iiy) 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 5.04 and (iiiz) 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 theretothereto and (ii) consolidating balance sheets and consolidating statements of income, in each case, of the Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP.

Annual Financials. As soon as available and in any event within 90 100 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Domestic Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Domestic Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Domestic Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion without a "going concern" or similar qualification or exception or a Credit Agreement qualification arising out of the scope of the audit and otherwise acceptable to the Required Lenders Administrative Agent of Ernst & Young LLP 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 Domestic 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 satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Domestic Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect on the date hereof and (iii) a certificate of the Chief Financial Officer of the Domestic Borrower stating either that such Chief Financial Officer has, after due inquiry, no knowledge that any Default has occurred and is continuing or, if the Chief Financial Officer has knowledge that a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Domestic Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 ninety (90) days after the end of each Fiscal YearYear (beginning with the Fiscal Year ending December 31, 2003), a copy of the annual audit report for such year for the Borrower and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case setting forth in comparative form the corresponding figures as of the end of and for the prior Fiscal Year and in each case accompanied by an opinion acceptable (unqualified as to the Required Lenders scope and without a "going concern" or like qualification or exception) of Ernst & Young Deloitte and Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Required LendersAdministrative Agent, together with (i) a certificate 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 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 Sections 5.04, provided 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 Responsible Officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 120 days after the end of each Fiscal Yearfiscal year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated and consolidating statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young Deloitte 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 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 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 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 Vice President-Finance or Treasurer 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 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 Borrower AYE and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower AYE 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 the Borrower AYE and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion a report that is unqualified or is otherwise reasonably acceptable to the Required Lenders of Ernst & Young Pricewaterhouse Coopers (or such other independent public accountants of recognized standing acceptable to the Required Lenders), as filed with the SEC, together with with, for each Fiscal Year, (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 AYE and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm nothing has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of come to such accounting firm, a Default ’s attention that would cause it to believe that AYE has occurred and is continuing, a statement as failed to comply with the nature thereofcovenants set forth in Section 5.04, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by AYE and used by such 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 Borrower AYE shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date and (iii) a certificate of the Chief Financial Officer of AYE stating that no 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 Borrower AYE 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 Borrower Company and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower Company 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 the Borrower Company and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion acceptable to the Required Lenders Holders as to such audit report of Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Required LendersHolders and (ii) to the extent required by applicable law, a report of such independent public accountants as to the Company’s internal controls required under Section 404 of Xxxxxxxx-Xxxxx, in each case certified in a manner reasonably acceptable to the Required Holders, together with (ix) a certificate of such accounting firm to the Lender Parties Holders stating that in the course of the regular audit of the business of the Borrower Company 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 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 thereof and (iiiy) a certificate of the Chief Financial Officer of the Company stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Company and/or TCML 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, a copy of the annual audit report for such year for the Borrower and its SubsidiariesBorrower, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion reasonably acceptable to the Required Lenders of Ernst & Young Axxxxx Axxxxxxx, LLP 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 Lenders stating that in the course of the regular audit of the business of the Borrower and its SubsidiariesBorrower, 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 covenant contained in Section 5.046.04, provided 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 5.046.04, a statement of reconciliation conforming such financial statements to GAAP and GAAP, (iii) a certificate of the Chief Financial Officer chief financial officer of the Borrower (or the individual performing such functions) 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 Borrower has taken and proposes to take with respect theretothereto and (iv) a certificate of said officer specifically confirming compliance by the Borrower with Section 6.01(r).

Annual Financials. As soon as available and in any event within not later ----------------- than 90 days after the end of each Fiscal Year, a copy fiscal year of the annual Borrower, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower's independent certified public accountants) audit report for such year for the Borrower and its Subsidiaries, including therein a audited Consolidated and consolidating balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year fiscal year and a the related Consolidated statement and consolidating statements of income income, shareholders' equity and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, and the corresponding figures as at the end of, and for, the preceding fiscal year, and, in each the case accompanied of such Consolidated financial statements certified by an opinion acceptable to the Required Lenders of Ernst & Young or other independent certified public accountants of recognized standing acceptable to the Required Lenders, Administrative Agent and including any management letters delivered by such accountants to the Borrower in connection with such audit together with (i) a certificate of such accounting firm to Administrative Agent and the Lender Parties Banks stating that 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) together with 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, Form 10K and a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.Compliance Certificate;

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 Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst Deloitte & Young Touche LLP 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 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 satisfactory to the Administrative Paying Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer (or person performing similar functions) of the 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 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; 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, (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and its such consolidated Subsidiaries, including therein a Consolidated the Borrower’s and such consolidated Subsidiaries’ balance sheet of the Borrower and its Subsidiaries sheets as of the end of such Fiscal Year fiscal year and a Consolidated statement the Borrower’s and such consolidated Subsidiaries’ statements of income income, cash flows, and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearretained earnings, in each case accompanied certified by an opinion independent certified public accountants of national standing reasonably acceptable to the Required Lenders of Ernst & Young or other independent public Administrative Agent and including any management letters delivered by such accountants of recognized standing acceptable to the Required LendersBorrower or any Subsidiary in connection with such audit, together with (iiii) a certificate of such accounting firm to the Lender Parties Administrative Agent and the Lenders stating that that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries, if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iiiv) a schedule in form satisfactory to the Administrative Agent Compliance Certificate executed by a Responsible Officer 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 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.Borrower;

Annual Financials. As soon as available and in any event within no later ----------------- than 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower such Loan Party and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower such Loan Party and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower such Loan Party and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst Coopers & Young Xxxxxxx LLP 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 Borrower such Loan Party 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 the Fixed Charge Coverage Ratio contained in the event of any change in GAAP used in the preparation of such financial statementsSection 5.02(f)(vii)(A) and, the Borrower shall also provideduring a Restricted Capex Period, if necessary for the determination of compliance with Section 5.045.02(f)(vii)(C), a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer chief financial officer of such Loan Party stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower such Loan Party has taken and proposes to take with respect thereto, (iv) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP and (v) copies of management discussions distributed to any member of the Investor Group other than Xxxxxx X'Xxxxxx.

Annual Financials. As soon as available and in any event within 90 106 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower Parent and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of the Borrower Parent and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young KPMG Peat Marwick or other independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) a certificate of such accounting firm the Chief Financial Officer to the Lender Parties stating that in the course of the regular audit of the business of the Borrower Parent 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 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 the Chief Financial Officer in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower 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 (iii) a certificate of the Chief Financial Officer of the Parent 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 Borrower Parent 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 Borrower and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion a report that is unqualified or is otherwise reasonably acceptable to the Required Lenders of Ernst Deloitte & Young Touche LLP (or such 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 Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm nothing has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of come to such accounting firm, a Default ’s attention that would cause it to believe that the Borrower has occurred and is continuing, a statement as failed to comply with the nature thereofcovenant set forth in Section 5.03, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such accountants accounting firm in determining, as of to the end fourth quarter of such Fiscal Year, compliance with the covenants covenant 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 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 Effective Date and (iii) a certificate of the Chief a Designated 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 95 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young KPMG 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 schedule, certified by a Responsible Financial Officer 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 ifBorrower, 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 setting forth (w) the computations used by such accountants in determining, as of Leverage Ratio on the end last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by the Borrower in determining compliance with the covenants covenant contained in Section 5.04, when applicable, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of the Chief a Responsible Financial Officer of the 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 Borrower has taken and proposes to take with respect thereto.

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 Borrower and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion a report that is unqualified or is otherwise reasonably acceptable to the Required Lenders of Ernst & Young PriceWaterhouseCoopers (or such other independent public accountants of recognized standing acceptable to the Required Lenders), as filed with the SEC, together with with, for each Fiscal Year other than the Fiscal Year ending in 2003, (i) a certificate of such accounting firm to the Lender Parties 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 opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such 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 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 (iii) a certificate of the Chief Financial Officer of the 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 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 Borrower Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower Parent 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 the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable (without a “going concern” or like qualification or exception and without any qualification or exceptions as to the Required Lenders scope of the related audit) as to such audit report of Ernst & Young or other independent public accountants of recognized national standing acceptable to the Required Lenders, together with (ix) 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 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, (iiy) 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, determining compliance with the covenants contained in Section 5.046.04, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower Parent 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 (iiiz) a certificate of the Chief Financial 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 Borrower Parent 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 Borrower Parent Guarantor and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower Parent Guarantor and its Subsidiaries for such Fiscal YearYear (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 opinion acceptable to the Required Lenders of Ernst & Young KPMG LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, and (y) a report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, 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 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 AMERICAS/2023134647.11 88 change in GAAP used in the preparation of such financial statements, the Borrower 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 Borrower 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 Borrower and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion a report that is unqualified or is otherwise reasonably acceptable to the Required Lenders of Ernst & Young Pricewaterhouse Coopers (or such 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 Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm nothing has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of come to such accounting firm, a Default 's attention that would cause it to believe that the Borrower has occurred and is continuing, a statement as failed to comply with the nature thereofcovenants set forth in Section 5.03, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such 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 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 (iii) a certificate of the Chief Financial Officer of the 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 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 Borrower Parent Guarantor and its consolidated Subsidiaries, including therein a Consolidated balance sheet sheets of the Parent Guarantor and the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement consolidated statements of stockholders' equity and cash flows of the Parent Guarantor and the Borrower and its their consolidated Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable reported on without qualification arising out of the scope of the audit or with respect to the Required Lenders of Ernst & Young or other change in Fiscal Year by independent public accountants of nationally recognized standing acceptable to the Required Lendersstanding, 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 Parent Guarantor and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such 108 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 the Parent Guarantor to determine, and confirmed by such accountants to be correct 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 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 chief financial officer or treasurer of the Parent Guarantor stating that such officer has obtained no knowledge that a 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 Parent Guarantor has taken and proposes to take with respect theretothereto and (iv) in the event of any change from GAAP in the 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 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 Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP 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 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 Alliance Resource Fourth Amended and Restated Credit Agreement 101 the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations computations, if any, used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a Default default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. (i) As soon as available and in any event within 90 105 days after the end of each Fiscal YearYear (beginning with the Fiscal Year ending December 31, 2002), a copy of the annual audit report for such year for the Borrower and its SubsidiariesFinancial Covenants Parties, including therein a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries Financial Covenants Parties as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries Financial Covenants Parties for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young or other independent public accountants of recognized standing acceptable to the Required LendersLenders 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 and its SubsidiariesFinancial 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 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 5.045.04 (, provided that that, in the event of any change in GAAP used in the preparation of such financial statements, the Borrower 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 (iii) a certificate of the Chief Financial Officer of the 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 Borrower applicable Financial Covenants Party 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 Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst Deloitte & Young Touche LLP 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 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 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 5.04Sections 5.04(a) through (d), 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 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 Yearfiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP 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 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 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 Lenders of 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 certified by the event chief financial officer of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provideas true, if necessary for the determination of compliance with Section 5.04correct and complete, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer chief financial officer of the 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 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 Yearfiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst Xxxx & Young Associates LLP 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 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 opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (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 chief financial officer of the 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 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable that shall be unqualified as to the Required Lenders scope of Ernst the audit and as to the going concern status of the Borrower and its Subsidiaries taken as a whole, of Deloitte & Young Touche or its affiliated Mexican firm or of any other independent public accountants of recognized standing acceptable to the Required LendersLender, 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 satisfactory to the Administrative Agent Lender of the computations used by such accountants a Senior Officer in determining, as of the end of such Fiscal Year, compliance with the covenants contained in subsections 5.04(a) through (e) and 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 5.02(o) and (iii) a certificate of a Senior Officer of the Chief Financial Officer 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 Borrower 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 YearYear (provided, however, the Borrower shall provide the items required to be delivered under this Section 5.03(b) solely with respect to the year 2008 by May 22, 2009), a copy of the annual audit report for such year for the Borrower and its SubsidiariesSubsidiaries on a Consolidated basis, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst & Young LLP 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 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 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 5.04Compliance Certificate, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, provide a statement of reconciliation conforming such financial statements to GAAP 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement statements of cash flows of the Borrower and its Subsidiaries itsSubsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion reasonably acceptable to the Required Lenders of Ernst & Young PricewaterhouseCoopers or other independent public accountants of recognized standing reasonably acceptable to the Required LendersAdministrative Agent, together with (i) a certificate of such accounting firm to the Lender Parties Agent 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 satisfactory to the Administrative Agent of the computations used by such accountants the Borrower in determining, as of the end of such Fiscal Year, determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP 5.03 and (iii) a certificate of the Chief Financial Officer 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP 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 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 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 GAAP, and (iii) a certificate of the Chief a Financial Officer of the 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 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 Borrower Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower Parent 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 the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young BDO Xxxxxxx, LLP 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 Borrower 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 satisfactory to report setting forth all of the Borrower's IFN revenues and PRI revenues by circuit (or as otherwise agreed by the Administrative Agent Agent), (iii) a Financial Covenants Certificate stating the Borrower's calculation of the computations used by such accountants ratios set forth in determining, as of Section 5.02(q) for the end last quarter of such Fiscal Year, compliance with a statement as to the covenants contained amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year (provided, that any such sale of assets individually or as part of a series of related transactions resulted in Section 5.04receipt of proceeds in excess of $100,000 in such Fiscal Year), 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, 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 (iiiiv) 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 stating such date, other than any such representations or warranties that, by their terms, refer to a specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. (i) As soon as available and in any event within 90 days after the end of each the Fiscal YearYear ending December 31, 2005, a copy of the annual audit report for such year for the Borrower FLLP and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower FLLP and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower FLLP and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young PriceWaterhouseCoopers LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, together with (iA) a certificate of such accounting firm to the Lender Parties Lenders stating that in the course of the regular audit of the business of the Borrower FLLP 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 continuingof non-compliance with the covenants contained in Section 5.04, or if, in the opinion of such accounting 57 firm, any such non-compliance has occurred, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, FLLP 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 (C) a certificate of the Chief Financial Officer (or other Responsible Officer) of FLLP 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 FLLP 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 commencing with the Fiscal Year ending December 31, 2006, a copy of the annual audit report for such year for TRS Guarantor and the Borrowers and their respective Subsidiaries as a Consolidated group (the "REPORTING PARTIES"), including therein a Consolidated balance sheet for the Reporting Parties as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows for the Reporting Parties 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, together with (A) a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Reporting Parties, 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 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, (iiB) 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 Reporting Parties 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 (iiiC) a certificate of the Chief Financial Officer (or other Responsible Officer) of each Reporting 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 Borrower such Reporting Party 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 statements of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement income will be unaudited) statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young or other independent public accountants of recognized national 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 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 substantially the form satisfactory to the Administrative Agent set forth as Exhibit I 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 or Treasurer 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheet of the Borrower 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion a report that is unqualified or is otherwise reasonably acceptable to the Required Lenders of Ernst & Young Pricewaterhouse Coopers (or such 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 Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm nothing has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of come to such accounting firm, a Default ’s attention that would cause it to believe that the Borrower has occurred and is continuing, a statement as failed to comply with the nature thereofcovenants set forth in Section 5.03, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such 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 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 (iii) a certificate of the Chief Financial Officer of the 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 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 YearYear (i), a copy of the annual audit report audited financial statements for such year for the Borrower Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower Parent 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 the Borrower Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion acceptable (without a “going concern” or like qualification or exception and without any qualification or exception as to the Required Lenders scope of Ernst & Young such audit) of KPMG LLP or other independent public accountants of recognized standing acceptable to the Required Lendersnational standing, 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 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 (iiiB) a certificate of the Chief Financial Officer chief financial officer or other senior financial or senior accounting officer of the Parent stating that that, to such officer’s knowledge after due inquiry, 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 Parent has taken and proposes to take with respect thereto, 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 and (ii) the unaudited consolidated balance sheet and related statement of income of the Measured Entities as of the end of and for such year, all certified by the Parent’s chief financial officer or other senior financial or senior accounting officer as presenting fairly in 102 Amended and Restated KCSR Credit Agreement all material respects the financial condition and results of operations of the Measured Entities, on a consolidated basis consistently applied.

Annual Financials. As soon as available and in any event within ----------------- 90 days after the end of each Fiscal Yearfiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a audited Consolidated and unaudited consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a audited Consolidated statement and unaudited consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case with respect to such audited balance sheets and statements of income and cash flow accompanied by an opinion acceptable to the Required Lenders of Ernst & Young Xxxxxx Xxxxxxxx LLP 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 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 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 Yearfiscal year, compliance with the covenants contained in Section 5.04Sections 6.02(a), provided that in the event of any change in GAAP used in the preparation of such financial statements(b), the Borrower shall also provide(c), if necessary for the determination of compliance with Section 5.04(e), a statement of reconciliation conforming such financial statements to GAAP (f), (g) and 6.04 and (iii) a certificate of the Chief Financial Officer chief financial officer of the Borrower stating that the representations and warranties in Section 5.01 are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a Default 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement consolidated statements of income and a Consolidated consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders Administrative Agent of Ernst Deloitte & Young Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Required LendersAdministrative Agent, 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 of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, a statement as to the nature thereof, thereof and (ii) a compliance certificate of the chief financial officer of the Borrower (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants the Borrower in determining, as of the end of such Fiscal Year, determining compliance with the covenants contained in Section 5.045.04 (it being understood that such a compliance certificate (including such computations) shall be required for each such Fiscal Year, even if actual compliance with the covenants contained in Section 5.04 is not being tested for such Fiscal Year (or any portion thereof)); provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect theretoGAAP.

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 for the Borrower CBI and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower CBI and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement and consolidating statements of cash flows of the Borrower CBI and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young 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 Borrower CBI 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 PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower 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 and (iii) a certificate of the Chief Financial Officer of 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 Borrower CBI 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 Borrower and its Subsidiaries, including therein a Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement consolidated statements of income and a Consolidated consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders Administrative Agent of Ernst Deloitte & Young Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Required LendersAdministrative Agent, 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 of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, a statement as to the nature thereof, thereof and (ii) a certificate of the chief financial officer of the Borrower (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants the Borrower in determining, as of the end of such Fiscal Year, determining compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect 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 US Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets and related Consolidated statements of the Borrower operations, shareholders' equity 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 the Borrower and its Subsidiaries for such Fiscal Yearflows, in each case accompanied by an opinion acceptable (which shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the Required Lenders scope of Ernst & Young such audit) of PricewaterhouseCoopers or other independent public accountants of recognized standing acceptable to the Required Lenders (it being understood and agreed that Ernst & Young LLP, KPMG and Deloitte are acceptable to the Required Lenders), together with (i) a certificate report of such accounting firm certifying to the Lender Parties stating that in the course of the regular audit of the business of the US 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 (in so far as such default relates to accounting matters) and is continuing, or if, in the opinion of such accounting firm, a Default (related to accounting matters) 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, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the US 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 or Treasurer of the US 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 US 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, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion acceptable as to the Required Lenders such audit report of Ernst & Young Xxxxxx LLP or other independent public or chartered accountants of recognized standing acceptable to the Required LendersLenders and (ii) a report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, in each case certified in a manner to which the Required Lenders have not objected, together with (ix) a certificate of such accounting firm to the Lender Parties 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 under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof; provided that, if at any time, as a matter of policy, such accounting firm is refusing to provide such certificates to clients generally (iiand not just for the Borrower and its Subsidiaries), the Borrower shall not be required to provide the certificate described in this clause and (y) a schedule in form satisfactory to the First Lien 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, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the 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 (iiiz) 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.