Common use of Annual Report Clause in Contracts

Annual Report. Promptly when available and in any event within 120 days after the close of each Fiscal Year: (a) a copy of the annual audit report of Borrower and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet and statement of earnings and cash flows of Borrower and its Subsidiaries as at the end of and for such Fiscal Year, certified without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was not in compliance with Section 7.13 insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower was not in compliance with such section, describing such non-compliance in reasonable detail and (ii) a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidating statements of earnings and cash flows for Borrower and its Subsidiaries for such Fiscal Year, together with a comparison of actual results for such Fiscal Year with the budget for such Fiscal Year, each certified by the chief financial officer or another executive officer of Borrower.

Annual Report. (i) Promptly when available and in any event within 120 90 days after the close of each Fiscal Year: (a) , a copy of the annual audit report of the Borrower and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings and cash flows of the Borrower and its Subsidiaries as at the end of and for such Fiscal Year, certified together with a Report of Independent Registered Public Accounting Firm thereon without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles by KPMG LLP or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by such other independent auditors of recognized standing selected by the Borrower and reasonably acceptable to Agent (it being agreed the Administrative Agent; provided that McGovern, Hurley, Xxxxxxxxxx LLP, the availability on XXXXX or the internet within the time period specified above of the Borrower’s present auditors are acceptable Annual Report on Form 10-K for such Fiscal Year (together with the Borrower’s annual report to Agentshareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 6.01(a)(i), together with and (iii) promptly when available and in any event within 100 days after the close of each Fiscal Year, a written statement from such the Borrower’s accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Section any provision of Sections 7.01, 7.03, 7.04 or 7.13 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Borrower was not in compliance with any such sectionprovision, describing such non-compliance in reasonable detail detail. The Borrower shall also furnish to the Administrative Agent and (ii) a comparison with each Lender promptly when available and in any event within 90 days after the previous close of each Fiscal Year; Year consolidated balance sheets and (b) upon Agent’s reasonable request, a consolidating balance sheet statements of earnings and cash flows of the Borrower and its all Restricted Subsidiaries as of at the end of such Fiscal Year prepared in accordance with GAAP and consolidating statements a consolidated balance sheet and statement of earnings and cash flows of all of the Borrower’s Unrestricted Subsidiaries as at the end of such Fiscal Year prepared in accordance with GAAP, together with information on elimination entries (subject, in the case of the financial statements for the Borrower and its Restricted Subsidiaries and the financial statements for such Fiscal Yearthe Borrower’s Unrestricted Subsidiaries, together with a comparison to the absence of actual results for such Fiscal Year with the budget for such Fiscal Year, each certified footnotes and other deviations from GAAP that are to be listed or itemized by the chief Borrower upon submission of such financial officer or another executive officer of Borrowerstatements).

Annual Report. Promptly when available available, and in any event within 120 90 days after the close of each Fiscal Year: Year (aor such earlier or later date as Form 10-K of the Parent is required to be filed by with the SEC taking into account any extension granted by the SEC, provided the Parent gives the Administrative Agent prompt written notice of such extension), (i) a copy of the Report of Independent Registered Public Accounting Firm on the annual audit report of Borrower the consolidated financial statements of the Parent and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings operations and cash flows of Borrower the Parent and its Subsidiaries as at the end of and for such Fiscal Year, certified without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower the Parent and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Administrative Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was not in compliance with Section 7.13 insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower was not in compliance with such section, describing such non-compliance in reasonable detail and (ii) a comparison with the previous Fiscal Year; and (bii) upon Agent’s reasonable request, a consolidating balance sheet sheets of Borrower the Parent and its Subsidiaries as of the end of such Fiscal Year and consolidating statements of earnings operations and cash flows for Borrower the Parent and its Subsidiaries for such Fiscal Year, together in each case, prepared in accordance with GAAP (other than with respect to the absence of footnotes); provided, that the Parent’s obligation with respect to consolidating statements of cash flows will be restricted to using its best efforts to provide such information (it being agreed however that if such consolidating statements of cash flows cannot be provided, the Borrowers shall deliver a comparison consolidated statement of actual results cash flows for the Borrowers for such Fiscal Year with the budget for such Fiscal Yearperiod certified as set forth in clause (A) below), each (A) certified by the chief financial officer or another executive officer of Borrower.the Parent as fairly and accurately presenting in all material respects the financial condition and results of operations of such entities as of the date and for the period covered and (B) accompanied by (y) a comparison to the budget for such Fiscal Year and (z) a comparison with the previous Fiscal Year. With respect to the foregoing, to the extent the Parent’s annual report on Form 10-K shall satisfy the requirements of clause (i) of this Section 7.01(a), the Administrative Agent and the Lenders will accept such Form 10-K in lieu of such item; and

Annual Report. Promptly when As soon as available and in any event within 120 no later than the date which is the earlier of (i) one hundred twenty (120) days after the close end of each Fiscal Year: fiscal year of SOI and, if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, the Servicer, and (aii) the date the Annual Report on Form 10-K for such fiscal year of SOI and, if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, the Servicer would have been required to have been filed under the rules and regulations of the Securities and Exchange Commission giving effect to any automatic extension available thereunder for filing of such form, (w) a copy of the annual audit report of Borrower and its Subsidiaries for such Fiscal Yearyear for the Servicer, including therein a if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned subsidiaries, SOI and their respective Subsidiaries, containing the consolidated balance sheet and statement of earnings and cash flows of Borrower and its Subsidiaries as at the end of and for such Fiscal Year, certified without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was not in compliance with Section 7.13 insofar as such provision relates to accounting matters orServicer, if something has come to the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, SOI and their attention that caused them to believe that Borrower was not in compliance with such section, describing such non-compliance in reasonable detail and (ii) a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating balance sheet of Borrower and its respective Subsidiaries as of the end of such Fiscal Year fiscal year, and consolidating (x) a copy of the consolidated statements of earnings income of the Servicer, if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, SOI and cash flows for Borrower and its their respective Subsidiaries for such Fiscal Year, fiscal year; and together with (1) an opinion by Deloitte & Touche LLP or other independent public accountants acceptable to the Administrative Agents ((A) without a comparison “going concern” or like qualification or like exception, and (B) other than a qualification permitted by the Securities and Exchange Commission regarding the internal controls of actual results for a company acquired during such Fiscal Year with period pursuant to a material acquisition by SOI, the budget for Servicer, if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, or any Subsidiary, without any qualification or exception as to the scope of such Fiscal Yearaudit), each certified by and (2) a certificate of the chief financial officer or another executive treasurer of the Servicer, if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, and SOI (on behalf of such Person) certifying that the reports delivered in accordance with subclauses (w) and (x) above have been prepared in accordance with GAAP; provided, that if the Servicer is directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries then the Servicer shall provide as soon as available and in any event no later than the date which is one hundred twenty (120) days after the end of each calendar year, (y) a copy of the balance sheet of the Servicer as of the end of such year, and (z) a copy of the statements of income of the Servicer for such year; and together with a certificate of an officer of Borrowerthe Servicer certifying that the reports delivered in accordance with subclauses (y) and (z) above have been prepared in accordance with GAAP.

Annual Report. Promptly when available and 4.6.4.1 Concessionaire shall provide the Port with a report (the “Annual Report”), due by the deadline set forth in any event within 120 days after the close Key Lease Terms, that reflects the amount of each Fiscal Year: Gross Sales for the preceding year (or partial year). The Annual Report shall be accompanied by a signed certificate of an independent Certified Public Accountant (CPA), Concessionaire’s Chief Financial Officer or Chief Executive Officer stating specifically that (a) a copy he/she has examined the Annual Report, (b) his/her examination included such tests of Concessionaire’s books and records as he/she considered necessary or appropriate under the annual audit circumstances, (c) such report of Borrower and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet and statement of earnings and cash flows of Borrower and its Subsidiaries as at presents fairly the end of and for such Fiscal Year, certified without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary information reflected for the signing of such annual audit report by such accountantspreceding year, nothing came to their attention that caused them to believe that Borrower was not (d) the information reflected conforms with and is computed in compliance with Section 7.13 insofar as such provision relates to accounting matters orthe definitions set forth in this Agreement, and (e), if something has come the certificate is submitted by a CPA, the standards observed by the CPA in its audit are such that it planned and performed the audit to their attention obtain reasonable assurances that caused them Concessionaire’s report is free from material misstatement. 4.6.4.2 Notwithstanding the foregoing, in the event that the Port conducts an audit of Concessionaire’s operations pursuant to believe Section 4.7 and that Borrower was audit reveals a discrepancy of more than two percent (2%) of the Percentage Rent reported in accordance with Section 4.1 above for any twelve (12) month period; Concessionaire’s Annual Report must thereafter by accompanied by a signed certificate of an independent Certified Public Accountant; Concessionaire’s CEO and CFO may not certify the report. 4.6.4.3 The Annual Report shall be provided in compliance with writing and/or electronic format as reasonably specified by the Port, and in addition to such sectionother detail as the Port may reasonably require, describing such non-compliance in reasonable detail the Annual Report shall breakdown Gross Sales by month, location, and (ii) a comparison product category. Any additional or unpaid Rent or fees due for the prior year shall be submitted with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating balance sheet Annual Report. The failure to timely provide the report required by this Section shall be grounds for the imposition of Borrower and its Subsidiaries liquidated damages as of the end of such Fiscal Year and consolidating statements of earnings and cash flows for Borrower and its Subsidiaries for such Fiscal Year, together with a comparison of actual results for such Fiscal Year with the budget for such Fiscal Year, each certified by the chief financial officer or another executive officer of Borrower.provided in Section 16.2.4

Annual Report. Promptly when as soon as available and in any event within 120 105 days after the close end of each Fiscal Year: (a) a copy of fiscal year, the Borrower will submit or cause to be submitted annual audit report of Borrower audited consolidated financial statements for the Corporate Guarantor and its Subsidiaries for such Fiscal Year, consolidated subsidiaries (including therein a consolidated balance sheet and statement of earnings and cash flows of Borrower and its Subsidiaries as at the end of and for such Fiscal Year, certified without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making Trustee during the examination necessary for term of this Agreement and to the signing Bank during the term of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was not in compliance with Section 7.13 insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower was not in compliance with such section, describing such non-compliance in reasonable detail and (ii) a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating Letter of Credit including therein the balance sheet of Borrower the Corporate Guarantor and its Subsidiaries consolidated subsidiaries as of the end of such Fiscal Year fiscal year and consolidating the statements of earnings and cash flows for Borrower operations of the Corporate Guarantor and its Subsidiaries consolidated subsidiaries for such Fiscal Yearfiscal year, setting forth in comparative form the corresponding figures for the preceding fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and in each case duly certified by independent certified public accountants of recognized standing acceptable to the Bank, and bythe chief financial or chief accounting officer of the Corporate Guarantor, together with a comparison certificate of actual results said accounting firm stating that, in the statements of the Corporate Guarantor and its consolidated subsidiaries (including the Borrower) for such Fiscal Year fiscal year, it did not discover that an Event of Default (or an event which, with notice or the budget for lapse of time or both, would constitute an Event of Default) had occurred at any time during such Fiscal Yearfiscal year, each certified by or, if an Event of Default (or such other event) did occur, the nature thereof; and (iii) a certificate of the chief financial officer or another executive chief accounting officer of Borrowerthe Borrower and Corporate Guarantor stating that such officer does not have any knowledge that an Event of Default (or an event which, with notice or the lapse of time or both, would constitute an Event of Default) exists, a statement of the nature thereof and the actions which the Borrower and Corporate Guarantor propose to take with respect thereto.

Annual Report. Promptly when available available, and in any event within 120 90 days after the close of each Fiscal Year: Year (or such earlier or later date as Form 10-K’s of the Company are required to be filed by with the SEC taking into account any extension granted by the SEC, provided the Loan Party Representative gives the Administrative Agent prompt written notice of such extension), (a) a copy of the Report of Independent Registered Public Accounting Firm on the annual audit report of Borrower the consolidated financial statements of the Company and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings operations and cash flows of Borrower the Company and its Subsidiaries as at the end of and for such Fiscal Year, certified without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower the Company and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Administrative Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was not in compliance with Section 7.13 insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower was not in compliance with such section, describing such non-compliance in reasonable detail and (ii) a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating balance sheet sheets of Borrower the Company and its Subsidiaries as of the end of such Fiscal Year and consolidating statements of earnings operations and cash flows for Borrower the Company and its Subsidiaries for such Fiscal Year, together in each case, prepared in accordance with GAAP (other than with respect to the absence of footnotes); provided, that the Company’s obligation with respect to consolidating statements of cash flows will be restricted to using its best efforts to provide such information (it being agreed however that if such consolidating statements of cash flows can not be provided, the Borrowers shall deliver a consolidated statement of cash flows for the Borrowers for such period certified as set forth in clause (i) below), (i) certified by the Chief Financial Officer as fairly and accurately presenting in all material respects the financial condition and results of operations of such entities as of the date and for the period covered and (ii) accompanied by (x) an agreed upon procedures letter, in accordance with relevant U.S. auditing standards, signed by independent auditors of recognized standing selected by the Company and reasonably acceptable to the Administrative Agent, which shall state the procedures performed by such accountants (such procedures to be agreed upon with the Company and the Administrative Agent), and the results of such procedures, to agree the amounts in the general ledgers of the Borrowers to the inclusion of such amounts in the consolidating balance sheet and consolidating statements of operations of the Company, the totals of which are agreed, in all material respects to the audited consolidated balance sheet and consolidated statements of operations for the respective year delivered by the Company pursuant to Section 10.1.1(a), (y) a comparison of actual results to the Budget for such Fiscal Year and (z) a comparison with the budget for such previous Fiscal Year. With respect to the foregoing, each certified by to the chief financial officer or another executive officer extent the Company’s annual report on Form 10-K shall satisfy the requirements of BorrowerSection 10.1.1(a), the Administrative Agent will accept such Form 10-K in lieu of such item.

Annual Report. (a) Promptly when available and in any event within 120 90 days after the close of each Fiscal Year: (a) , a copy of the annual audit report of Borrower the Company and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings and cash flows of Borrower the Company and its Subsidiaries as at the end of and for such Fiscal Year, certified together with a Report of Independent Registered Public Accounting Firm thereon without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles by KPMG LLP or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by such other independent auditors of recognized standing selected by Borrower the Company and reasonably acceptable to Agent the Administrative Agent; provided that the availability on XXXXX or the internet within the time period specified above of the Company’s Annual Report on Form 10-K for such Fiscal Year (it being agreed that McGoverntogether with the Company’s annual report to shareholders, Hurleyif any, Xxxxxxxxxx LLP, prepared pursuant to Rule 14a-3 under the Borrower’s present auditors are acceptable Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to Agentsatisfy the requirements of this Section 10.1.1(a), together with and (ib) promptly when available and in any event within 100 days after the close of each Fiscal Year, a written statement from such the Company’s accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower the Company was not in compliance with Section 7.13 any provision of Sections 11.1, 11.3, 11.4 or 11.13 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower the Company was not in compliance with any such sectionprovision, describing such non-compliance in reasonable detail detail. The Company shall also furnish to the Administrative Agent and (ii) a comparison with each Lender promptly when available and in any event within 90 days after the previous close of each Fiscal Year; Year consolidated balance sheets and (b) upon Agent’s reasonable request, a consolidating balance sheet statements of Borrower earnings and its cash flows of the Company and all Restricted Subsidiaries as of at the end of such Fiscal Year prepared in accordance with GAAP and consolidating statements a consolidated balance sheet and statement of earnings and cash flows for Borrower and its of all of the Company’s Unrestricted Subsidiaries for as at the end of such Fiscal YearYear prepared in accordance with GAAP, together with a comparison information on elimination entries (subject, in the case of actual results the financial statements for such Fiscal Year with the budget Company and its Restricted Subsidiaries and the financial statements for such Fiscal Yearthe Company’s Unrestricted Subsidiaries, each certified to the absence of footnotes and other deviations from GAAP that are to be listed or itemized by the chief Company upon submission of such financial officer or another executive officer of Borrowerstatements).

Annual Report. Promptly when available and in any event within 120 days after the close of each Fiscal Year: (a) a copy of the annual audit report of Borrower Borrowers and its the other Loan Parties and their respective Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet and statement of earnings and cash flows of Borrower Borrowers and its the other Loan Parties and their respective Subsidiaries as at the end of and for such Fiscal Year, certified without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s Borrowers’ independent certified public accountantsaccountants (including any (i) “going concern” or like qualification or exception, (ii) qualification or exception as to the scope of such audit, or (iii) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.14 of this Agreement)) by independent auditors of recognized standing selected by Borrower Borrowers and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Administrative Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was Borrowers were not in compliance with any provision of Section 7.13 7.1, 7.4 or 7.14 insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower was Borrowers were not in compliance with any such sectionprovision, describing such non-compliance in reasonable detail and (ii) a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating balance sheet of each Borrower and its the other Loan Parties and their respective Subsidiaries as of the end of such Fiscal Year and consolidating statements of earnings and cash flows for each Borrower and its the other Loan Parties and their respective Subsidiaries for such Fiscal Year, together with a comparison of actual results for such Fiscal Year with the budget for such Fiscal Year, each certified by the chief financial officer or another executive officer of BorrowerBorrowers, and (c) an Excess Cash Flow Certificate.

Annual Report. Promptly when available and in any event within 120 90 days after the close of each Fiscal Year: Year (or such earlier or later date as Form 10-Ks are required to be filed with the SEC taking into account any extension granted by the SEC, provided the Company gives the Administrative Agent prompt written notice of such extension): (a) a copy of the annual audit report of Borrower the Company and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings and cash flows of Borrower the Company and its Subsidiaries as at the end of and for such Fiscal Year, certified without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower the Company and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Administrative Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was the Loan Parties were not in compliance with any provision of Section 7.13 11.13 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower was the Loan Parties were not in compliance with such sectionprovision, describing such non-compliance in reasonable detail and (ii) a comparison with the budget for such Fiscal Year and a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating balance sheet of Borrower the Company, the Borrowers and its their Subsidiaries as of the end of such Fiscal Year and consolidating statements statement of earnings and cash flows for Borrower the Company, the Borrowers and its their Subsidiaries for such Fiscal Year, together in each case, prepared in accordance with a comparison GAAP (other than with respect to the absence of actual results for such Fiscal Year with the budget for such Fiscal Year, each footnotes) certified by the chief Chief Financial Officer as fairly and accurately presenting in all material respects the financial officer or another executive officer condition and results of Borrowersuch entities as at the date and for the period covered; provided that to the extent the Company’s annual report on Form 10-K shall satisfy the requirements of this Section 10.1.1, the Administrative Agent will accept such Form 10-K in lieu of such item.

Annual Report. Promptly when As soon as available and in any event within 120 no later than the date which is the earlier of (i) one hundred twenty (120) days after the close end of each Fiscal Year: fiscal year of SOI and, if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, the Servicer and (aii) the date the Annual Report on Form 10-K for such fiscal year of SOI and, if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, the Servicer would have been required to have been filed under the rules and regulations of the Securities and Exchange Commission giving effect to any automatic extension available thereunder for filing of such form, (A) a copy of the annual audit report of Borrower and its Subsidiaries for such Fiscal Yearyear for the Servicer, including therein a if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned subsidiaries, SOI and their respective Subsidiaries, containing the consolidated balance sheet and statement of earnings and cash flows of Borrower and its Subsidiaries as at the end of and for such Fiscal Year, certified without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was not in compliance with Section 7.13 insofar as such provision relates to accounting matters orServicer, if something has come to the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, SOI and their attention that caused them to believe that Borrower was not in compliance with such section, describing such non-compliance in reasonable detail and (ii) a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating balance sheet of Borrower and its respective Subsidiaries as of the end of such Fiscal Year fiscal year and consolidating (B) a copy of the consolidated statements of earnings income of the Servicer, if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, SOI and cash flows for Borrower and its their respective Subsidiaries for such Fiscal Year, fiscal year; and together with (x) an opinion by Deloitte & Touche LLP or other independent public accountants acceptable to the Administrative Agents ((1) without a comparison “going concern” or like qualification or like exception and (2) other than a qualification permitted by the Securities and Exchange Commission regarding the internal controls of actual results for a company acquired during such Fiscal Year with period pursuant to a material acquisition by SOI, the budget for Servicer, if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, or any Subsidiary, without any qualification or exception as to the scope of such Fiscal Yearaudit), each certified by and (y) a certificate of the chief financial officer or another executive treasurer of the Servicer, if the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, and SOI (on behalf of such Person) certifying that the reports delivered in accordance with subclauses (A) and (B) above have been prepared in accordance with GAAP; provided, that if the Servicer is directly or indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries then the Servicer shall provide as soon as available and in any event no later than the date which is one hundred twenty (120) days after the end of each calendar year, (C) a copy of the balance sheet of the Servicer as of the end of such year and (D) a copy of the statements of income of the Servicer for such year; and together with a certificate of an officer of Borrowerthe Servicer certifying that the reports delivered in accordance with subclauses (C) and (D) above have been prepared in accordance with GAAP.

Annual Report. (i) Promptly when available and in any event within 120 days after the close of each Fiscal YearSecond Amendment Effective Date: (a) a copy of the annual audit report of Borrower and its Subsidiaries the Company for such Fiscal YearJanuary 1, 2008 through the Second Amendment Effective Date, including therein a consolidated balance sheet sheets and statement statements of earnings and cash flows of Borrower the Company and its Subsidiaries as at the end of and for such Fiscal YearSecond Amendment Effective Date, certified without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower the Company and reasonably acceptable to Agent (it being agreed that McGovernthe Administrative Agent, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect acknowledging that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower the Company was not in compliance with Section 7.13 any provision of Sections 11.1, 11.3, 11.4 or 11.14 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower the Company was not in compliance with any such sectionprovision, describing such non-compliance in reasonable detail detail, together with (1) management discussion and analysis relating to important operation and financial developments during such period, and (ii2) a comparison of such results with the previous Fiscal Yearbusiness plan and budget or such period; and (b) upon Agent’s reasonable request, a consolidating balance sheet of Borrower the Company and its Subsidiaries as of the Second Amendment Effective Date and consolidating statement of earnings and cash flows for the Company and its Subsidiaries for time period, certified by a Senior Officer of the Company. (ii) Promptly when available and in any event within 120 days after the close of Fiscal Year 2009: (a) a copy of the annual audit report of the Company and its Subsidiaries for the Second Amendment Effective Date through June 30, 2009, including therein consolidated balance sheets and statements of earnings and cash flows of the Company and its Subsidiaries as at the end of such Fiscal Year, certified without adverse reference to going concern value and without qualification by independent auditors of recognized standing selected by the Company and reasonably acceptable to the Administrative Agent, acknowledging that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Company was not in compliance with any provision of Sections 11.1, 11.3, 11.4 or 11.14 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Company was not in compliance with any such provision, describing such non-compliance in reasonable detail, together with (1) management discussion and analysis relating to important operation and financial developments during such period, and (2) a comparison of such results with the business plan and budget or such period; (b) a compiled income statement of the Company and its Subsidiaries for July 1, 2008 through the Second Amendment Effective Date, and (c) a consolidating balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and consolidating statements statement of earnings and cash flows for Borrower the Company and its Subsidiaries for such Fiscal Year, together certified by a Senior Officer of the Company. (iii) Beginning with a comparison of actual results for such Fiscal Year with 2010 and thereafter, promptly when available and in any event within 120 days after the budget close of each Fiscal Year: (a) a copy of the annual audit report of the Company and its Subsidiaries for such Fiscal Year, each including therein consolidated balance sheets and statements of earnings and cash flows of the Company and its Subsidiaries as at the end of such Fiscal Year, certified without adverse reference to going concern value and without qualification by independent auditors of recognized standing selected by the Company and reasonably acceptable to the Administrative Agent, acknowledging that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Company was not in compliance with any provision of Sections 11.1, 11.3, 11.4 or 11.14 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Company was not in compliance with any such provision, describing such non-compliance in reasonable detail, together with (1) management discussion and analysis relating to important operation and financial developments during such period, and (2) a comparison of such results with the business plan and budget or such period; and (b) a consolidating balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and consolidating statement of earnings and cash flows for the Company and its Subsidiaries for such Fiscal Year, certified by a Senior Officer of the chief financial officer or another executive officer of BorrowerCompany.

Annual Report. Promptly when available and in any event within 120 ninety (90) days after the close of each Fiscal Year: Year (or such earlier or later date as Form 10-Ks are required to be filed with the SEC taking into account any extension granted by the SEC, provided the Borrower gives the Administrative Agent prompt written notice of such extension): (a) a copy of the annual audit report of Borrower the Company and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings and cash flows of Borrower the Company and its Subsidiaries as at the end of and for such Fiscal Year, certified without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower the Company and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Administrative Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Borrower was and any other Loan Parties were not in compliance with any provision of Section 7.13 11.13 of the US Credit Agreement of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Borrower was and any other Loan Parties were not in compliance with any such sectionprovision, describing such non-compliance in reasonable detail and (ii) a comparison with the budget for such Fiscal Year and a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating balance sheet of Borrower the Company and its Subsidiaries as of the end of such Fiscal Year and consolidating statements statement of earnings and cash flows for Borrower the Company and its Subsidiaries for such Fiscal Year, together in each case, prepared in accordance with a comparison GAAP (other than with respect to the absence of actual results for such Fiscal Year with the budget for such Fiscal Year, each footnotes) certified by the chief Chief Financial Officer as fairly and accurately presenting in all material respects the financial officer or another executive officer condition and results of Borrowersuch entities as at the date and for the period covered; provided that to the extent the Company’s annual report on Form 10-K shall satisfy the requirements of this Section 10.1.1, the Administrative Agent will accept such Form 10-K in lieu of such item.

Annual Report. Promptly when available and in any event within 120 90 days after the close of each Fiscal Year: (a) a copy of the annual audit report of Borrower Holdings and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings and cash flows of Borrower Holdings and its Subsidiaries as at the end of and for such Fiscal Year, certified without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower Holdings and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Administrative Agent), together with (i) an opinion of such accountants independently assessing Holdings’ internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2 and Section 404 of Sxxxxxxx-Xxxxx expressing a conclusion that contains no statement that there is a material weakness in such internal controls, except for such material weaknesses as to which the Required Lenders do not object, (ii) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was the Borrowers were not in compliance with Section 7.13 any provision of Sections 11.1, 11.4 or 11.14 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower was the Borrowers were not in compliance with any such sectionprovision, describing such non-compliance in reasonable detail detail, (iii) a comparison with the budget for such Fiscal Year and (ii) a comparison with the previous Fiscal YearYear and (iv) a written statement of the Borrowers’ management setting forth a discussion of the financial condition, changes in financial condition and results of operations for Holdings and its Subsidiaries; and (b) upon Agent’s reasonable request, a consolidating balance sheet of Borrower Holdings and its Subsidiaries as of the end of such Fiscal Year and consolidating statements statement of earnings and cash flows for Borrower Holdings and its Subsidiaries for such Fiscal Year, together with a comparison of actual results for such Fiscal Year with the budget for such Fiscal Year, each certified by a Senior Officer of the chief financial officer or another executive officer of BorrowerBorrowers.

Annual Report. Promptly when available and in any event within 120 90 days after the close of each Fiscal Year: Year (or such earlier or later date as Form 10-Ks are required to be filed with the SEC taking into account any extension granted by the SEC, provided the Company gives the Administrative Agent prompt written notice of such extension): (a) a copy of the annual audit report of Borrower the Company and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings and cash flows of Borrower the Company and its Subsidiaries as at the end of and for such Fiscal Year, certified without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower the Company and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Administrative Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was the Loan Parties were not in compliance with any provision of Section 7.13 11.13 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower was the Loan Parties were not in compliance with such sectionprovision, describing such non-compliance in reasonable detail and (ii) a comparison with the budget for such Fiscal Year and a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating balance sheet of Borrower the Company and its Subsidiaries as of the end of such Fiscal Year and consolidating statements statement of earnings and cash flows for Borrower the Company and its Subsidiaries for such Fiscal Year, together in each case, prepared in accordance with a comparison GAAP (other than with respect to the absence of actual results for such Fiscal Year with the budget for such Fiscal Year, each footnotes) certified by the chief Chief Financial Officer as fairly and accurately presenting in all material respects the financial officer or another executive officer condition and results of Borrowersuch entities as at the date and for the period covered; provided that to the extent the Company’s annual report on Form 10-K shall satisfy the requirements of this Section 10.1.1, the Administrative Agent will accept such Form 10-K in lieu of such item.

Annual Report. Promptly when available available, and in any event within 120 90 days after the close of each Fiscal Year: Year (or such earlier or later date as Form 10-K of the Parent is required to be filed by with the SEC taking into account any extension granted by the SEC, provided the Loan Party Representative gives the Administrative Agent prompt written notice of such extension), (a) a copy of the Report of Independent Registered Public Accounting Firm on the annual audit report of Borrower the consolidated financial statements of the Parent and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings operations and cash flows of Borrower the Parent and its Subsidiaries as at the end of and for such Fiscal Year, certified without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected by Borrower the Parent and reasonably acceptable to Agent (it being agreed that McGovern, Hurley, Xxxxxxxxxx LLP, the Borrower’s present auditors are acceptable to Administrative Agent), together with (i) a written statement from such accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Borrower was not in compliance with Section 7.13 insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Borrower was not in compliance with such section, describing such non-compliance in reasonable detail and (ii) a comparison with the previous Fiscal Year; and (b) upon Agent’s reasonable request, a consolidating balance sheet sheets of Borrower the Parent and its Subsidiaries as of the end of such Fiscal Year and consolidating statements of earnings operations and cash flows for Borrower the Parent and its Subsidiaries for such Fiscal Year, together in each case, prepared in accordance with GAAP (other than with respect to the absence of footnotes); provided, that the Parent ‘s obligation with respect to consolidating statements of cash flows will be restricted to using its best efforts to provide such information (it being agreed however that if such consolidating statements of cash flows can not be provided, the Borrowers shall deliver a consolidated statement of cash flows for the Borrowers for such period certified as set forth in clause (i) below), (i) certified by the Chief Financial Officer as fairly and accurately presenting in all material respects the financial condition and results of operations of such entities as of the date and for the period covered and (ii) accompanied by (x) an agreed upon procedures letter, in accordance with relevant U.S. auditing standards, signed by independent auditors of recognized standing selected by the Parent and reasonably acceptable to the Administrative Agent, which shall state the procedures performed by such accountants (such procedures to be agreed upon with the Parent and the Administrative Agent), and the results of such procedures, to agree the amounts in the general ledgers of the Borrowers to the inclusion of such amounts in the consolidating balance sheet and consolidating statements of operations of the Parent , the totals of which are agreed, in all material respects to the audited consolidated balance sheet and consolidated statements of operations for the respective year delivered by the Parent pursuant to Section 10.1.1(a), (y) a comparison of actual results to the Budget for such Fiscal Year and (z) a comparison with the budget for such previous Fiscal Year. With respect to the foregoing, each certified by to the chief financial officer or another executive officer extent the Parent ‘s annual report on Form 10-K shall satisfy the requirements of BorrowerSection 10.1.1(a), the Administrative Agent will accept such Form 10-K in lieu of such item.

Annual Report. (i) Promptly when available and in any event within 120 90 days after the close of each Fiscal Year: (a) , a copy of the annual audit report of the Borrower and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings and cash flows of the Borrower and its Subsidiaries as at the end of and for such Fiscal Year, certified together with a Report of Independent Registered Public Accounting Firm thereon without adverse reference to going concern value and without qualification (except for qualifications relating to changes in accounting principles by KPMG LLP or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by such other independent auditors of recognized standing selected by the Borrower and reasonably acceptable to Agent (it being agreed the Administrative Agent; provided that McGovern, Hurley, Xxxxxxxxxx LLP, the availability on EXXXX or the internet within the time period specified above of the Borrower’s present auditors are acceptable Annual Report on Form 10-K for such Fiscal Year (together with the Borrower’s annual report to Agentshareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 6.01(a)(i), together with and (iii) promptly when available and in any event within 100 days after the close of each Fiscal Year, a written statement from such the Borrower’s accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Section any provision of Sections 7.01, 7.03, 7.04 or 7.13 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Borrower was not in compliance with any such sectionprovision, describing such non-compliance in reasonable detail detail. The Borrower shall also furnish to the Administrative Agent and (ii) a comparison with each Lender promptly when available and in any event within 90 days after the previous close of each Fiscal Year; Year consolidated balance sheets and (b) upon Agent’s reasonable request, a consolidating balance sheet statements of earnings and cash flows of the Borrower and its all Restricted Subsidiaries as of at the end of such Fiscal Year prepared in accordance with GAAP and consolidating statements a consolidated balance sheet and statement of earnings and cash flows of all of the Borrower’s Unrestricted Subsidiaries as at the end of such Fiscal Year prepared in accordance with GAAP, together with information on elimination entries (subject, in the case of the financial statements for the Borrower and its Restricted Subsidiaries and the financial statements for such Fiscal Yearthe Borrower’s Unrestricted Subsidiaries, together with a comparison to the absence of actual results for such Fiscal Year with the budget for such Fiscal Year, each certified footnotes and other deviations from GAAP that are to be listed or itemized by the chief Borrower upon submission of such financial officer or another executive officer of Borrowerstatements).

Annual Report. (i) Promptly when available and in any event within 120 90 days after the close of each Fiscal Year: (a) , a copy of the annual audit report of the Borrower and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet sheets and statement statements of earnings and cash flows of the Borrower and its Subsidiaries as at the end of and for such Fiscal Year, certified together with a Report of Independent Registered Public Accounting Firm thereon without adverse reference to going concern value and without qualification (except for qualifications relating other than a going concern qualification resulting from an upcoming maturity date occurring within one year under any Debt or an anticipated breach of any financial covenant in the documentation related to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountantsany Debt) by KPMG LLP or such other independent auditors of recognized standing selected by the Borrower and reasonably acceptable to Agent (it being agreed the Administrative Agent; provided that McGovern, Hurley, Xxxxxxxxxx LLP, the availability on EXXXX or the internet within the time period specified above of the Borrower’s present auditors are acceptable Annual Report on Form 10-K for such Fiscal Year (together with the Borrower’s annual report to Agentshareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 6.01(a)(i), together with and (iii) promptly when available and in any event within 100 days after the close of each Fiscal Year, a written statement from such the Borrower’s accountants (which statements may be limited to accounting matters and disclaim responsibility for legal interpretations) to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Section any provision of Sections 7.01, 7.03, 7.04 or 7.13 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Borrower was not in compliance with any such sectionprovision, describing such non-compliance in reasonable detail detail. The Borrower shall also furnish to the Administrative Agent and (ii) a comparison with each Lender promptly when available and in any event within 90 days after the previous close of each Fiscal Year; Year consolidated balance sheets and (b) upon Agent’s reasonable request, a consolidating balance sheet statements of earnings and cash flows of the Borrower and its all Restricted Subsidiaries as of at the end of such Fiscal Year prepared in accordance with GAAP and consolidating statements a consolidated balance sheet and statement of earnings and cash flows of all of the Borrower’s Unrestricted Subsidiaries as at the end of such Fiscal Year prepared in accordance with GAAP, together with information on elimination entries (subject, in the case of the financial statements for the Borrower and its Restricted Subsidiaries and the financial statements for such Fiscal Yearthe Borrower’s Unrestricted Subsidiaries, together with a comparison to the absence of actual results for such Fiscal Year with the budget for such Fiscal Year, each certified footnotes and other deviations from GAAP that are to be listed or itemized by the chief Borrower upon submission of such financial officer or another executive officer of Borrowerstatements).