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 Parent and its Subsidiaries, including therein Consolidated balance sheets of Parent and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion of independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of Parent and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer of Parent stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event within 90 110 days after the end of each Fiscal Yearfiscal year of Terra, Terra will furnish to the Administrative Agent, with sufficient copies for each Lender and each Issuing Bank, a copy of the annual audit report for such year for Parent Terra and its Subsidiaries, including therein a Consolidated balance sheets sheet of Parent Terra and its Subsidiaries as of the end of such Fiscal Year fiscal year and Consolidated statements of income and a Consolidated statement of cash flows of Parent Terra and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year accompanied by an unqualified opinion of Deloitte & Touche 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 Terra and its Consolidated Subsidiaries as of the last day of, and for, such fiscal year, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties Lenders stating that in the course of the regular audit of the business of Parent Terra 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 or Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof (it being understood that said accountants shall have no liability to the Administrative Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default or Event of Default), (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Yearfiscal year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, 5.04 and (iii) a certificate of the Chief Senior Financial Officer of Parent (A) stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent Terra has taken and proposes to take with respect thereto, (ivB) stating that since December 31, 1996, there has been no Material Adverse Change with respect to Terra and (C) providing a management’s discussion and analysis of comparison between the financial condition position and results of operations for set forth in such financial statements with the two-year period ending as comparable information set forth in the financial projections and budget most recently delivered pursuant to Section 5.03(l) of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance CertificateExisting Credit Agreement or Section 5.03(l).

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 Parent the US Borrower and its Subsidiaries, including therein Consolidated balance sheets of Parent the US Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of Parent the US Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion of independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of Parent 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 and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent the US Borrower shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to US GAAP, (iii) a certificate of the Chief Financial Officer of Parent 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 Parent the US Borrower has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the Consolidated annual audit report statements for such year for of the Parent Borrower and its SubsidiariesSubsidiaries in the form provided to the Lender Parties pursuant to Section 4.01(f) or in a form otherwise acceptable to the Lender Parties, including therein Consolidated the report of Coopers & Lybrand L.L.P. or other independent public accountants of rxxxxxxxed standing acceptable to the Required Lenders, and a consolidating balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements a consolidating statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied prepared by an unqualified opinion management of independent public accountants of recognized standing acceptable to the Required Lenders, Parent Borrower together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate report of such accounting firm to the Loan Agents and the Lender Parties stating that in the course of the regular audit of the business Consolidated financial statements of the Parent Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, nothing has come to the attention of such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or ifcaused it to believe that the Parent Borrower failed to comply with the terms of Section 5.04, in the opinion of such so far they relate to accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, matters; (ii) a schedule prepared by the Parent Borrower in form satisfactory to the Administrative Agent of the computations used by such accountants the Parent Borrower in determining, as of the end of such Fiscal Year, compliance with the financial covenants contained in Section 6.185.04; provided that, PROVIDED that in the event of any change in generally accepted accounting principles GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 6.185.04, a statement of reconciliation conforming such financial statements to GAAP, GAAP and (iii) a certificate of the Chief Financial Officer chief financial officer of the Parent Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. 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 Parent Holdings and its Subsidiaries, including therein a Consolidated balance sheets sheet of Parent Holdings and its Subsidiaries and a consolidating balance sheet of the Borrower and its Restricted Subsidiaries, in each case, as of the end of such Fiscal Year Year, and a Consolidated statements statement of income and a Consolidated statement of cash flows of Parent Holdings and its Subsidiaries and a consolidating statement of income and a consolidating statement of cash flows of the Borrower and its Restricted Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Lender Parties stating that in the course of the regular audit of the business of Parent Holdings and its Subsidiaries and 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 financial covenants contained in Section 6.18; 5.04, provided that, that in the event of any change in generally accepted accounting principles GAAP used in the preparation of such financial statements, Parent the Borrower shall also provide, if necessary for the determination of compliance with Section 6.185.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer of Parent 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 Parent the Borrower has taken and proposes to take with respect thereto, thereto and (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as copy of the end of annual management letter prepared by such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificateindependent public accountants.

Annual Financials. As soon as available and in any event within 90 ninety (90) days (plus any extension period obtained by AGCO from the Securities and Exchange Commission for the filing of an equivalent periodic report under Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934; provided, in any case, such extension period shall not exceed fifteen (15) days) after the end of each Fiscal Yearfiscal year of AGCO, a copy of the annual audit report for such year for Parent AGCO and its Subsidiaries, including therein Consolidated consolidated balance sheets of Parent and its Subsidiaries as of the end of such Fiscal Year and Consolidated consolidated statements of income and a Consolidated statement of cash flows of Parent AGCO and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an unqualified opinion reasonably satisfactory to the Administrative Agent of KPMG LLC or other independent public accountants of recognized standing acceptable to the Required Lendersnational standing, together with with: (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties Lenders stating that in the course of the regular audit of the business of Parent AGCO 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 with respect to any of the “Financial Covenants” set forth in Article 7, 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 financial covenants contained in Section 6.18Article 7; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, and (iii) a certificate of the Chief an Authorized Financial Officer of Parent AGCO stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent AGCO has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event within ----------------- 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Borrower and its Subsidiaries, including therein Consolidated and consolidating balance sheets of the Parent Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Coopers & Xxxxxxx L.L.P. or other independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Agents and the Lender Parties stating that in the course of the regular audit of the business of the Parent 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 financial covenants contained in Section 6.185.04; provided that, that in the event of any -------- change in generally accepted accounting principles GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 6.185.04, a statement of reconciliation conforming such financial statements to GAAP, GAAP and (iii) a certificate of the Chief Financial Officer chief financial officer of the Parent Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event within 90 110 ----------------- days after the end of each Fiscal Yearfiscal year of Terra, Terra will furnish to the Administrative Agent, with sufficient copies for each Lender and each Issuing Bank, a copy of the annual audit report for such year for Parent Terra and its Subsidiaries, including therein a Consolidated balance sheets sheet of Parent Terra and its Subsidiaries as of the end of such Fiscal Year fiscal year and Consolidated statements of income and a Consolidated statement of cash flows of Parent Terra and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year accompanied by an unqualified opinion of Deloitte & Touche 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 Terra and its Consolidated Subsidiaries as of the last day of, and for, such fiscal year, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties Lenders stating that in the course of the regular audit of the business of Parent Terra 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 or Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof (it being understood that said accountants shall have no liability to the Administrative Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default or Event of Default), (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Yearfiscal year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, 5.04 and (iii) a certificate of the Chief Senior Financial Officer of Parent (A) stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent Terra has taken and proposes to take with respect thereto, (ivB) stating that since December 31, 1998, there has been no Material Adverse Change with respect to Terra and (C) providing a management’s discussion and analysis of comparison between the financial condition position and results of operations for set forth in such financial statements with the two-year period ending as comparable information set forth in the financial projections and budget most recently delivered pursuant to Section 5.03(l) of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance CertificateExisting Credit Agreement or Section 5.03(l).

Annual Financials. As soon as available and in any event To Agent, within 90 ninety (90) days after the end of each Fiscal Year, a copy of the annual audit report audited Financial Statements for such year for Parent and its Subsidiaries, including therein Consolidated balance sheets of Parent Borrower and its Subsidiaries as on a consolidated basis, consisting of the end of such Fiscal Year balance sheets and Consolidated statements of income and a Consolidated statement retained earnings and cash flows, setting forth (in the case of cash flows Financial Statements delivered for Fiscal Year 1998 and thereafter, it being understood that Fiscal Year 1998 Financial Statements will require comparisons only for the last quarter of Parent 1997) in comparative form in each case the figures for the previous Fiscal Year and its Subsidiaries the figures contained in the Projections for such Fiscal Year, which Financial Statements shall be prepared in each case accordance with GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent (other than the Projections which are not required to be certified or audited). Such Financial Statements shall be accompanied by an unqualified opinion of independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) commencing a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Fiscal Year ended December 31financial covenants set forth on Annex E and the other items described in clause (A) of the third sentence of Section (a)(ii) of this Annex D, 2012, (ii) a certificate of report from such accounting firm to the Loan Parties stating effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that in a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the course existence of Defaults or Events of Default, and (iii) the certification of the regular audit Chief Executive Officer or Chief Financial Officer of the business of Parent and its Subsidiaries, which audit was conducted by Borrower that all such accounting firm Financial Statements present fairly in accordance with generally accepted auditing standardsGAAP the financial position, such accounting firm has obtained no knowledge that results of operations and statements of cash flows of Borrower and its Subsidiaries on 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 determiningconsolidated basis, as of at the end of such Fiscal Yearyear and for the period then ended, compliance with the financial covenants contained and that there was no Default or Event of Default in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation existence as of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer of Parent stating that no Default has occurred and is continuing time or, if a Default has or Event of Default shall have occurred and is be continuing, a statement as to describing the nature thereof and the action that Parent has taken and proposes all efforts undertaken to take with respect thereto, (iv) a management’s discussion and analysis cure such Default or Event of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.Default;

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 Parent Holdings and its Subsidiaries, including therein Consolidated and consolidating balance sheets of Parent Holdings and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of Parent Holdings and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion not qualified as to scope or going concern of Xxxxxx Xxxxxxxx, L.L.P. or other independent public accountants of nationally recognized standing acceptable to the Required LendersAdministrative Agent, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Lender Parties stating that in the course of the regular audit of the business of Parent Holdings 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 thereofthereof and, in the case of the Fiscal Year ending December 31, 1999, a statement of such accounting firm setting forth the amount of any "Other Special Charges" of the type described on Schedule IV hereto incurred during such Fiscal Year, (ii) a schedule schedules in form satisfactory to the Administrative Agent (A) of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the financial covenants contained in Section 6.18; 5.04, provided that, that in the event of any -------- change in generally accepted accounting principles GAAP used in the preparation of such financial statements, Parent the Borrower shall also provide, if necessary for the determination of compliance with Section 6.185.04, a statement of reconciliation conforming such financial statements to GAAPGAAP and (B) setting forth, in the case of the Fiscal Year ending December 31, 1999, the Other Additions (and the calculations thereof) incurred during such Fiscal Year and (iii) a certificate of the Chief a Designated Financial Officer of Parent (A) 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 Parent the Borrower has taken and proposes to take with respect thereto, (ivB) a management’s discussion and analysis of financial condition and results of operations setting forth, for the two-year period Rolling Period ending at the end of such Fiscal Year, the Adjusted EBITDA (and the calculation thereof) of each New Center constructed within the preceding 15 months, EBITDA of each bowling center acquired or constructed by the Borrower or any of its Subsidiaries after the First Closing Date and acquired or constructed at least 15 months prior to the end of such Rolling Period, (C) setting forth, for the Rolling Period ending at the end of such Fiscal Year, the Other Additions (and the calculations thereof) incurred during such Rolling Period, (D) setting forth, for the quarter ending at the end of such Fiscal Year, the Pre- Funded Equity Balance (and the calculation thereof) as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) the quarter then ended and (vE) a Compliance Certificatestating that the financial statements of Holdings and its Subsidiaries delivered pursuant to this subsection are substantially the same as the financial statements of the Borrower and its Subsidiaries for the same dates and periods.

Annual Financials. As soon as available and in any event within 90 110 days after the end of each Fiscal Yearfiscal year of Terra, Terra will furnish to the Agent, with sufficient copies for each Lender and each Issuing Bank, a copy of the annual audit report for such year for Parent Terra and its Subsidiaries, including therein a Consolidated balance sheets sheet of Parent Terra and its Subsidiaries as of the end of such Fiscal Year fiscal year and Consolidated statements of income and a Consolidated statement cash flows, and statements of cash flows earnings by product line, of Parent Terra and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year accompanied by an unqualified opinion of Deloitte & Touche 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 Terra and its Consolidated Subsidiaries as of the last day of, and for, such fiscal year, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties Lenders stating that in the course of the regular audit of the business of Parent Terra 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 or Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof (it being understood that said accountants shall have no liability to the Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default or Event of Default), (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Yearfiscal year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, 5.04 and (iii) a certificate of the Chief Senior Financial Officer of Parent (A) stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent Terra has taken and proposes to take with respect thereto, (ivB) stating that since December 31, 1994, there has been no Material Adverse Change with respect to Terra and (C) providing a management’s discussion and analysis of comparison between the financial condition position and results of operations for set forth in such financial statements with the two-year period ending as comparable information set forth in the financial projections and budget most recently delivered pursuant to Section 5.03(m) of the end Original Credit Agreement, Section 5.03(l) of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.the Existing Credit Agreement or Section 5.03(l). Credit Agreement ---------------- - 92 -

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 Parent the US Borrower and its Subsidiaries, including therein Consolidated balance sheets of Parent the US Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of Parent the US Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion of independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of Parent 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 and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent the US Borrower shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to US GAAP, (iii) a certificate of the Chief Financial Officer of Parent 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 Parent the US Borrower has taken and proposes to take with respect thereto, (iv) a management’s 90 Colfax Credit Agreement 10/19/2011xxxx://xxx.xxx.xxx/Archives/xxxxx/data/1420800/000119312508113306/dex101.htm discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. 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 Parent and its Subsidiaries, including therein Consolidated and, if otherwise provided, consolidating balance sheets of Parent and its Subsidiaries as of the end of such Fiscal Year and Consolidated and, if otherwise provided, consolidating statements of income and a Consolidated statement of cash flows of Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an unqualified opinion as to such audit report of Ernst & Young, LLP or other independent public accountants of recognized standing acceptable to the Required LendersLenders and (ii) a report of such independent public accountants as to Parent’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, in each case certified in a manner to which the Required Lenders have not objected, together with (ix) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Lender Parties stating that in the course of the regular audit of the business of Parent and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (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 financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, 5.04 (iiiz) a certificate of the Chief Financial Officer of Parent stating that (1) no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) thereto and (v2) a Compliance CertificateParent and Borrower have paid to each appropriate taxing authority the full amount that each is required to pay in respect of income tax for such year.

Annual Financials. As soon as available and in any event within 90 100 days after the end of each Fiscal Yearfiscal year of AGCO, a copy of the annual audit report for such year for Parent AGCO and its Subsidiaries, including therein Consolidated consolidated balance sheets of Parent and its Subsidiaries as of the end of such Fiscal Year and Consolidated consolidated statements of income and a Consolidated statement of cash flows of Parent AGCO and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an unqualified opinion satisfactory to the Required Lenders of Arthxx Xxxexxxx XXX or other independent public accountants of recognized standing acceptable to the Required Lendersnational standing, together with with: (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties Lenders stating that in the course of the regular audit of the business of Parent AGCO 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 with respect to any of the "Financial Covenants" set forth in Article 7 hereof, 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, the Senior Debt Ratio and compliance with the financial covenants contained in Section 6.18Article 7 hereof; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, and (iii) a certificate of the Chief Financial Officer chief financial officer of Parent AGCO stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent AGCO has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Yearfiscal year of AGCO, a copy of the annual audit report for such year for Parent AGCO and its Subsidiaries, including therein Consolidated consolidated balance sheets of Parent and its Subsidiaries as of the end of such Fiscal Year and Consolidated consolidated statements of income and a Consolidated statement of cash flows of Parent AGCO and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an unqualified opinion reasonably satisfactory to the Administrative Agent of KPMG or other independent public accountants of recognized standing acceptable to the Required Lendersnational standing, together with with: (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties Lenders stating that in the course of the regular audit of the business of Parent AGCO 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 with respect to any of the "Financial Covenants" set forth in Article 7 hereof, 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, the Senior Debt Ratio and compliance with the financial covenants contained in Section 6.18Article 7 hereof; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, and (iii) a certificate of the Chief Financial Officer of Parent AGCO stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent AGCO has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event within no later than 90 days after following the end of each the Fiscal Year, a copy of the annual audit report for such year for Parent and its SubsidiariesFiscal Year, including therein a Consolidated balance sheets sheet of Parent the Company and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of Parent the Company and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an unqualified opinion of independent public accountants of recognized national standing reasonably acceptable to the Required Lenders, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of Parent and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the US Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, and (iiiB) a certificate of the Chief Financial a Responsible Officer of Parent 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 Parent the Company has taken and proposes to take with respect thereto, together with (ivif such Fiscal Year ended during a Testing Period) a management’s discussion and analysis schedule in form reasonably satisfactory to the US Administrative Agent of financial condition and results of operations for the two-year period ending computations used in determining, as of the end of such Fiscal Year 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 with year a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to year comparisons 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 (an 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; and provided further that, if the Company has designated any Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the annual financial information required by this Section 5.03(d) shall include a reasonably detailed presentation, as determined in good faith by senior management of the Company, either on the face of the financial statements or in the footnotes thereto, and in (to the extent delivered or required to be delivered) “MD&A”Management’s Discussion and Analysis Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. 133 Chemtura (Revolving Facility) and (v) a Compliance Certificate.Credit Agreement

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 Parent the Borrower and its Subsidiaries, including therein audited Consolidated and unaudited consolidating balance sheets of Parent the Borrower and its Subsidiaries as of the end of such Fiscal Year and audited Consolidated and unaudited consolidating statements of income and a Consolidated statement of cash flows of Parent 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 unqualified opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Required LendersAdministrative Agent, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties Lenders stating that in the course of the regular audit of the business of Parent 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 financial covenants contained in Section 6.18; provided thatSections 6.02(a), (b), (d), (e), (f) and 6.04 and including a comparison of the results for such Fiscal Year to the results for such Fiscal Year set forth in the event of any change in generally accepted accounting principles used in the preparation of such financial statementsforecast delivered pursuant to Section 6.03(l), Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, and (iii) a certificate of the Chief Financial Officer chief executive officer, chief financial officer, treasurer or controller of Parent 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 Parent the Borrower has taken and proposes to take with respect thereto, and (ivB) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending verifying, as of the end of such Fiscal Year and Year, compliance with year to year comparisons the covenants contained in Sections 6.02(a), (an “MD&A”b), (d), (e), (f) and 6.04, and the computations (vwhich shall be set forth therein) a Compliance Certificate.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 Fiscal Year for Parent the Borrower and its Subsidiaries, including therein Consolidated balance sheets of Parent the Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of Parent the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion of independent public accountants of recognized standing acceptable to the Required Lendersstanding, together with (i) commencing with the Fiscal Year ended December 31, 20122015, a certificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of Parent the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the financial covenants contained in Section 6.186.13; provided that, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent the Borrower shall also provide, if necessary for the determination of compliance with Section 6.186.13, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer chief financial officer of Parent 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 Parent the Borrower has taken and proposes to take with respect thereto, and (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event within 90 ----------------- 110 days after the end of each Fiscal Yearfiscal year of Terra, Terra will furnish to the Administrative Agent, with sufficient copies for each Lender, a copy of the annual audit report for such year for Parent Terra and its Subsidiaries, including therein a Consolidated balance sheets sheet of Parent Terra and its Subsidiaries as of the end of such Fiscal Year fiscal year and Consolidated statements of income and a Consolidated statement of cash flows of Parent Terra and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year accompanied by an unqualified opinion of Deloitte & Touche 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 Terra and its Consolidated Subsidiaries as of the last day of, and for, such fiscal year, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate of such accounting firm to the Loan Parties Lenders stating that in the course of the regular audit of the business of Parent Terra 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 or Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof (it being understood that said accountants shall have no liability to the Administrative Agent, the Lenders for failure to obtain knowledge of any Default or Event of Default), (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Yearfiscal year, compliance with the financial covenants contained in Section 6.18; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Parent shall also provide, if necessary for the determination of compliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP, 5.04 and (iii) a certificate of the Chief Senior Financial Officer of Parent (A) stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent Terra has taken and proposes to take with respect thereto, (ivB) stating that since December 31, 1998, there has been no Material Adverse Change with respect to Terra and (C) providing a management’s discussion and analysis of comparison between the financial condition position and results of operations set forth in such financial statements with the comparable information set forth in the financial projections and budget most recently delivered pursuant to Section 5.03(l) of the 1995 Terra Capital Credit Agreement or Section 5.03(l). As soon as available and in any event within 110 days after the end of each fiscal year of the Borrower, the Borrower will furnish to the Administrative Agent, with sufficient copies for each Lender, a copy of the two-year period ending Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year in reasonable detail and duly certified by the Senior Financial Officer as having been prepared in accordance with year GAAP, accompanied by a schedule prepared by Deloitte & Touche or other independent public accountants of nationally recognized standing in form satisfactory to year comparisons (an “MD&A”) and (v) a Compliance Certificatethe Administrative Agent setting forth the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04.

Annual Financials. As soon as available and in any event within 90 ninety (90) days after the end of each Fiscal Year, a copy of the annual audit report for such year for Parent the Borrower and its Subsidiaries, Subsidiaries including therein a Consolidated balance sheets sheet of Parent the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statements statement of income and a Consolidated statement of cash flows of Parent 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 (unqualified opinion as to scope and without a "going concern" or like qualification or exception) of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Required LendersAdministrative Agent, together with (i) commencing with the Fiscal Year ended December 31, 2012, a certificate letter of such accounting firm to the Loan Administrative Agent and Lender Parties stating that in the course of the regular audit of the business of Parent 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 financial covenants contained in Section 6.18; provided thatSections 5.04(a) through (c), provided, that in the event of any change in generally accepted accounting principles GAAP used in the preparation of such financial statements, Parent the Borrower shall also provide, if necessary for the determination of compliance with Section 6.185.04, a statement of reconciliation conforming such financial statements to GAAP, GAAP and (iii) a certificate of the Chief Financial Responsible Officer of Parent 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 Parent the Borrower has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.