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 consolidated balance sheets of 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent of Deloitte & Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative 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 and (ii) a certificate of the 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 thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.02(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 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 consolidated a Consolidated balance sheets sheet of the Borrower BMCA and its Subsidiaries as of the end of such Fiscal Year and consolidated statements a Consolidated statement of income and a consolidated 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 Administrative Agent of Deloitte Ernst & Touche Young LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent Agent, together with (i) a certificate schedule, certified by a Responsible Financial Officer of such accounting firm BMCA, in form reasonably satisfactory to the Lender Parties stating Administrative Agent 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 BMCA in determining compliance with the covenant contained in Section 5.04, when applicable, provided that in the course event of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm any change in accordance with generally accepted auditing standardsaccounting principles used in the preparation of such financial statements, such accounting firm has obtained no knowledge that a Default BMCA shall also provide, if necessary for the determination of a financial nature under Section 5.02(aany of (w), 5.02(b(x), 5.02(f), 5.02(q(y) 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(z) or 5.04 has occurred and is continuingabove, a statement as of reconciliation conforming such financial statements to the nature thereof GAAP and (ii) a certificate of the chief financial officer a Responsible 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 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 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 GAAPthereto.

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 consolidated Consolidated balance sheets of the Borrower FLLP and its Subsidiaries as of the end of such Fiscal Year and consolidated Consolidated statements of income and a consolidated 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 Administrative Agent Required Lenders of Deloitte & Touche PriceWaterhouseCoopers LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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 of a financial nature under non-compliance with the covenants contained in Section 5.02(a), 5.02(b), 5.02(f), 5.02(q) or 5.04 has occurred and is continuing5.04, or if, in the opinion of such accounting 57 firm, a Default of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(q) or 5.04 any such non-compliance has occurred and is continuingoccurred, a statement as to the nature thereof 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 (iiC) a certificate of the chief financial officer Chief Financial Officer (or other Responsible 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 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 the Borrower FLLP has taken and proposes to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.02(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 GAAPthereto.

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 consolidated a Consolidated balance sheets sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements a Consolidated statement 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 Administrative Agent Required Lenders of Deloitte & Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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 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 and thereof, (ii) a certificate of the 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 thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations computations, if any, used by such accountants in determining, as of the Borrower in determining end of such Fiscal Year, 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 GAAPGAAP and (iii) a certificate of the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event 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 consolidated the Consolidated balance sheets sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated Consolidated 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 Administrative Agent Required Lenders of Deloitte Ernst & Touche LLP Young or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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(q5.02(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(q5.02(p) or 5.04 has occurred and is continuing, a statement as to the nature thereof thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (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 (iiiii) a certificate of the corporate controller, chief financial officer or principal 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 thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.02(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 GAAPthereto.

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 consolidated Consolidated balance sheets of the Borrower Company and its Subsidiaries Subsidiaries, in each case as of the end of such Fiscal Year Year, and consolidated Consolidated statements of income and a consolidated statement of cash flows flow of the Borrower Company and its Subsidiaries and of the Company and its Subsidiaries, in each case for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Year, in each case accompanied as to such Consolidated statements, by an unqualified opinion acceptable to the Administrative Agent of Deloitte & Touche PricewaterhouseCoopers LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent Required Lenders, together with (i) a certificate copy 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 any management letter prepared by such accounting firm in accordance with generally accepted auditing standards, respect to 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 Fiscal Year 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 distributed to the nature thereof and Company, (ii) a certificate of the 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 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 thereto thereto, (iii) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP and (Biv) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower Company in determining compliance with the covenants contained in Section 5.02(qSections 5.04(a) 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 GAAPthrough (g).

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 SubsidiariesSubsidiary Parties, including therein consolidated a Consolidated balance sheets sheet of the Borrower and its Subsidiaries Subsidiary Parties as of the end of such Fiscal Year and consolidated statements a Consolidated statement of income and a consolidated Consolidated statement of cash flows of the Borrower and its Subsidiaries Subsidiary Parties for such Fiscal Year, in each case accompanied by an opinion reasonably acceptable to the Administrative Agent Required Lenders of Deloitte & Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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 SubsidiariesSubsidiary 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 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 and thereof, (ii) a certificate of the 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 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 in determining, as of the Borrower in determining end of such Fiscal Year, compliance with the covenants contained in Section 5.02(qSections 5.02(a)(ii), 5.02(a)(iii), 5.02(a)(v)(C), 5.02(a)(vi)(G), 5.02(a)(vii)(A)(5), 5.02(a)(xvii), 5.02(b)(ii), 5.02(b)(iv)(C), 5.02(b)(v)(G), 5.02(b)(vi)(a)(5) and 5.02(b)(xi) and 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 5.02(q) and Section 5.04, 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. 76 NYDOCS03/100354 Xxxxxxxx'x International Credit Agreement

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 consolidated audited Consolidated and unaudited consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and consolidated audited Consolidated 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 Administrative Agent Required Lenders of Deloitte & Touche Xxxxxx Xxxxxxxx LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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 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, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Sections 6.02(a), (b), (c), (e), (f), (g) and 6.04 and (iiiii) a certificate of the chief financial officer of the Borrower (A) setting forth in reasonably detail stating that the compliance with the negative covenants contained representations and warranties in Section 5.02 (including provisions with respect to dispositions 5.01 are true and acquisitions correct in all material respects as of assets) the date of such certificate and 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 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 GAAPthereto.

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 consolidated balance sheets of 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent of Deloitte & Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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 Sections 5.02(a), 5.02(b), 5.02(f), 5.02(q5.02(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 Sections 5.02(a), 5.02(b), 5.02(f), 5.02(q5.02(p) or 5.04 has occurred and is continuing, a statement as to the nature thereof and (ii) a certificate of the chief financial officer of the Borrower (A) setting forth in detail reasonably detail acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.02(qSections 5.02(p) 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(qSections 5.02(p) 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 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 consolidated the Consolidated balance sheets sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated Consolidated 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 Administrative Agent Required Lenders of Deloitte Ernst & Touche LLP Young or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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(q5.02(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(q5.02(p) or 5.04 has occurred and is continuing, a statement as to the nature thereof and thereof, (ii) a certificate of the 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 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 in determining, as of the Borrower in determining end of such Fiscal Year, compliance with the covenants contained in Section 5.02(qSections 5.04(a) and Section 5.04through (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 5.02(q) and Section 5.04, a statement of reconciliation conforming such financial statements to GAAPGAAP and (iii) a certificate of the 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 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 consolidated balance sheets of 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent of Deloitte & Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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 Sections 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 Sections 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 and (ii) a certificate of the chief financial officer of the Borrower (A) setting forth in detail reasonably detail acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.02(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 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 consolidated a Consolidated balance sheets sheet of the Borrower and its Restricted Subsidiaries as of the end of such Fiscal Year Year, and consolidated statements a Consolidated statement of income and a consolidated 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 Administrative Agent Required Lenders of Deloitte & Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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 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 and thereof, (ii) a certificate of the 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 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 in determining, as of the Borrower in determining end of such Fiscal Year, 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, (iii) a certificate of the Chief Financial Officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iv) a copy of the annual management letter prepared by such independent public accountants.

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 consolidated a balance sheets sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements a 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 Administrative Agent Required Lenders of Deloitte & Touche Axxxxx Axxxxxxx, LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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 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 and thereof, (ii) a certificate of the 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 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 in determining, as of the Borrower in determining end of such Fiscal Year, compliance with the covenants covenant contained in Section 5.02(q) and 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 5.02(q) and Section 5.046.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the 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 has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iv) a 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 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 consolidated balance sheets of 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 the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent of Deloitte & Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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 Sections 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 Sections 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 and (ii) a compliance certificate of the chief financial officer of the Borrower (A) setting forth in detail reasonably detail acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.02(q5.04 (it being understood that such a compliance certificate (including such computations) and shall be required for each such Fiscal Year, even if actual compliance with the covenants contained in Section 5.04, 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 5.02(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 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 consolidated Consolidated and consolidating balance sheets of the Borrower Parent and its Subsidiaries as of the end of such Fiscal Year and consolidated Consolidated and consolidating statements of income and a consolidated 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 Administrative Agent Required Lenders of Deloitte & Touche LLP KPMG Peat Marwick or such other independent registered public accountants of recognized standing acceptable to the Administrative Agent 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 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 and thereof, (ii) a certificate of the 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 thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower Chief Financial Officer in determining determining, as of the end of such Fiscal Year, 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 Parent 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 GAAPGAAP 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 has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto.

Annual Financials. As Solely in the case of NGP (except as ----------------- provided in clause (iii) below), as soon as available and in any event within 90 100 days after the end of each Fiscal Yearfiscal year of NGP, a copy of the annual audit report for such year for the Borrower NGP and its Subsidiaries, including therein consolidated Consolidated and consolidating balance sheets of the Borrower NGP and its Subsidiaries as of the end of such Fiscal Year fiscal year and consolidated Consolidated and consolidating statements of income and a consolidated statement Consolidated statements of cash flows of the Borrower NGP and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion acceptable to the Administrative Agent Required Lenders of Deloitte & Touche LLP or such other independent registered public accountants of recognized national standing reasonably acceptable to the Administrative Agent 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 NGP and its SubsidiariesSubsidiaries and the Borrower, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default 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, (ii) a schedule in form satisfactory to the Agent of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Sections 6.02(a), (b), (d), (e), (f) and 6.04, and (iiiii) a certificate of the chief financial principal accounting officer of NGP and of the principal accounting 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 default has occurred and is continuing, a statement from such Persons as to the nature thereof and the action that NGP and the Borrower has have taken and proposes propose to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.02(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 GAAPthereto.