Common use of Annual Reporting Clause in Contracts

Annual Reporting. The Borrower shall deliver to the Administrative Agent for distribution to each Lender: (i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower, consolidated financial statements as at the end of such fiscal year, in each case audited by independent certified public accountants of nationally recognized standing or reasonably acceptable to Administrative Agent and certified, without any qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit or (z) 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), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, as at the end of such year and the related statements of income and retained earnings for such year, setting forth in each case in comparative form the figures for the previous year or predecessor period, as applicable); provided that the requirements set forth in this clause (c)(i) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year (ii) as soon as available, but in any event not later than forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, (x) the unaudited balance sheets the Borrower as at the end of such quarter and the related unaudited statements of income and retained earnings of the Borrower for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year (or predecessor period, as applicable) and (y) a covenant compliance certificate, summarizing compliance with each of the covenants of Section 5.3 and underlying calculations, in each case, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided that the requirements set forth in this clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; and (iii) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Annual Reporting. The Servicer shall deliver (and if the Servicer fails to deliver the Borrower shall deliver deliver) to the Administrative Agent for distribution to each Lender: (i) as soon as available, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the BorrowerServicer, (x) consolidated financial statements as at the end of such fiscal year, in each case audited by independent certified public accountants of nationally recognized standing or reasonably acceptable to Administrative Agent and certified, without any qualifications (including any (xI) “going concern” or like qualification or exception, (yII) qualification or exception as to the scope of such audit or (zIII) 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), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, as at the end of such year and the related statements of income and retained earnings for such year, setting forth in each case in comparative form the figures for the previous year or predecessor period, as applicable); provided that the requirements set forth ) and (y) a covenant compliance certificate, in this clause (c)(i) may be fulfilled by providing form and detail reasonably acceptable to the Administrative Agent for distribution to Agent, summarizing compliance with each Lender of the report filed covenants of Section 7.9(w) as of the last day of the fourth fiscal quarter of each fiscal year of the Servicer and underlying calculations, in each case, certified by a Responsible Officer of the Borrower with the SEC on Form 10-K for the applicable fiscal yearServicer as being fairly stated in all material respects; (ii) as soon as available, but in any event not later than (x) forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerBorrower and one hundred twenty (120) days after the end of the fourth fiscal quarter of each fiscal year of the Borrower and (y) forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Servicer, (xI) the unaudited balance sheets of each of the Borrower and the Servicer as at the end of such quarter and the related unaudited statements of income and retained earnings of each of the Borrower and the Servicer for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year (or predecessor period, as applicable) and (yII) a covenant compliance certificate, in form and detail reasonably acceptable to the Administrative Agent, summarizing compliance with each of the covenants of Section 5.3 7.9(w) as of the last day of each of the first three fiscal quarters of each fiscal year of the Servicer and underlying calculations, in each case, certified by a Responsible Officer of the Servicer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided that the requirements set forth in this clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; and (iii) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Annual Reporting. The Borrower Within 90 days (or such shorter period as the Securities and Exchange Commission shall deliver to specify for the Administrative Agent for distribution to each Lender: (ifiling of Annual Reports on Form 10-K) as soon as available, but in any event within ninety (90) days after the end of each fiscal year year, a consolidated balance sheet and related statements of operations, cash flows and owners' equity showing the financial position of TRW Acquisition and its consolidated Subsidiaries as of the Borrowerclose of such fiscal year and the consolidated results of their operations during such year, all audited by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements as at the end of such fiscal yearfairly present, in each case audited by independent certified public accountants all material respects, the financial position and results of nationally recognized standing or reasonably acceptable to Administrative Agent operations of TRW Acquisition and certified, without any qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit or (z) qualification which relates to the treatment or classification of any item and which, as its consolidated Subsidiaries on a condition to the removal of such qualification, would require an adjustment to such item), by such accountants to have been prepared consolidated basis in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, as at the end of such year and the related statements of income and retained earnings for such year, setting forth in each case in comparative form the figures for the previous year or predecessor period, as applicable); provided it being understood that the requirements set forth in this clause (c)(i) may be fulfilled delivery by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC TRW Acquisition of Annual Reports on Form 10-K of TRW Acquisition and its consolidated Subsidiaries shall satisfy the requirements of this Section 7(a)(i) to the extent such Annual Reports include the information specified herein; provided that for the applicable fiscal year year ended December 31, 2002, TRW Acquisition shall furnish (iii) as soon as available, but in any event not later than forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the BorrowerMarch 31, (x) the 2003, an unaudited combined balance sheets the Borrower as at the end of such quarter sheet and the related unaudited statements of income and retained earnings cash flows as of the Borrower for such quarter and the portion of the fiscal year through the end close of such quarterfiscal year, setting forth all certified by a Financial Officer of TRW Acquisition as fairly presenting, in each case all material respects, the financial position and results of operations of TRW Automotive Inc. and subsidiaries on a combined basis in comparative form accordance with GAAP (subject to the figures for the previous year (or predecessor period, as applicableabsence of footnotes and purchase accounting) and (yii) as promptly as practicable after the Closing Date, and in no event later than May 15, 2003, a covenant compliance certificatecombined balance sheet and related statements of operations, summarizing compliance with each cash flows and owners' equity showing the financial position of the covenants TRW Automotive Inc. and subsidiaries as of Section 5.3 the close of such fiscal year and underlying calculationsthe combined results of their operations during such year, in each case, certified all audited by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided that the requirements set forth in this clause (b) may be fulfilled by providing independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent for distribution and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; and (iii) all effect that such combined financial statements shall be complete and correct fairly present, in all material respects respects, the financial position and shall be prepared in reasonable detail results of operations of TRW Automotive Inc. and subsidiaries on a combined basis in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein)GAAP.

Annual Reporting. The Servicer shall deliver (and if the Servicer fails to deliver the Borrower shall deliver deliver) to the Administrative Agent for distribution to each Lender: (i) as soon as available, but in any event within ninety ninetyone hundred twenty (9090120) days after the end of each fiscal year of the BorrowerServicer, consolidated financial statements as at the end of such fiscal year, in each case audited by independent certified public accountants of nationally recognized standing or reasonably acceptable to Administrative Agent and certified, without any qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit or (z) 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), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, as at the end of such year and the related statements of income and retained earnings for such year, setting forth in each case in comparative form the figures for the previous year or predecessor period, as applicable); provided that the requirements set forth in this clause (c)(i) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year. (ii) as soon as available, but in any event not later than forty five (45) days after the end of each of the first three fiscal quarters quarter of each fiscal year of the BorrowerBorrower and the Servicer, (x) the unaudited balance sheets of each of the Borrower and the Servicer as at the end of such quarter and the related unaudited statements of income and retained earnings of each of the Borrower and the Servicer for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year (or predecessor period, as applicable) and (y) a covenant compliance certificate, in form and detail reasonably acceptable to the Administrative Agent, summarizing compliance with each of the covenants of Section 5.3 7.9(w) and underlying calculations, in each case, certified by a Responsible Officer of each of the Borrower and the Servicer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided that the requirements set forth in this clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; and (iii) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Annual Reporting. The Servicer shall deliver (and if the Servicer fails to deliver the Borrower shall deliver deliver) to the Administrative Agent for distribution to each Lender: (i) as soon as available, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the BorrowerServicer, consolidated financial statements as at the end of such fiscal year, in each case audited by independent certified public accountants of nationally recognized standing or reasonably acceptable to Administrative Agent and certified, without any qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit or (z) 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), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, as at the end of such year and the related statements of income and retained earnings for such year, setting forth in each case in comparative form the figures for the previous year or predecessor period, as applicable); provided that the requirements set forth in this clause (c)(i) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year. (ii) as soon as available, but in any event not later than forty five (45) days after the end of each of the first three fiscal quarters quarter of each fiscal year of the BorrowerBorrower and the Servicer, (x) the unaudited balance sheets of each of the Borrower and the Servicer as at the end of such quarter and the related unaudited statements of income and retained earnings of each of the Borrower and the Servicer for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year (or predecessor period, as applicable) and (y) a covenant compliance certificate, in form and detail reasonably acceptable to the Administrative Agent, summarizing compliance with each of the covenants of Section 5.3 7.9(w) and underlying calculations, in each case, certified by a Responsible Officer of each of the Borrower and the Servicer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided that the requirements set forth in this clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; and (iii) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Annual Reporting. The Servicer shall deliver (and if the Servicer fails to deliver the Borrower shall deliver deliver) to the Administrative Agent for distribution to each Lender: (i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the BorrowerServicer, consolidated financial statements as at the end of such fiscal year, in each case audited by independent certified public accountants of nationally recognized standing or reasonably acceptable to Administrative Agent and certified, without any qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit or (z) 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), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, as at the end of such year and the related statements of income and retained earnings for such year, setting forth in each case in comparative form the figures for the previous year or predecessor period, as applicable); provided that the requirements set forth in this clause (c)(i) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year. (ii) as soon as available, but in any event not later than forty five (45) days after the end of each of the first three fiscal quarters quarter of each fiscal year of the BorrowerBorrower and the Servicer, (x) the unaudited balance sheets of each of the Borrower and the Servicer as at the end of such quarter and the related unaudited statements of income and retained earnings of each of the Borrower and the Servicer for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year (or predecessor period, as applicable) and (y) a covenant compliance certificate, in form and detail reasonably acceptable to the Administrative Agent, summarizing compliance with each of the covenants of Section 5.3 7.9(w) and underlying calculations, in each case, certified by a Responsible Officer of each of the Borrower and the Servicer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided that the requirements set forth in this clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; and (iii) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Annual Reporting. The Borrower Lessee covenants and agrees that, for the term of the Lease, it will furnish to Lessor annually on or before June 30 of each year, or another date agreed to in writing by Xxxxxx and Lessee, commencing in the first calendar year beginning after the date hereof, a written report showing Xxxxxx’s compliance with all the terms and conditions of the Lease during the previous calendar year. This report shall deliver to the Administrative Agent for distribution to each Lenderinclude but not be limited to: (i1) A description of ongoing security activities for the Premises; (2) A description of supportive services provided to Tenants and the number of homeless households served. (3) Certification that no hazardous materials are being stored on site, except in accordance with applicable laws; (4) Insurance certificate showing the Lessor as soon as available, but in loss payee and additional insured; (5) Explanation of any event within ninety alterations occurring to the Building or Premises during the prior year; (906) days after the end of each fiscal year of the Borrower, consolidated Full financial statements as at for Lessee and for the end of such fiscal yearPremises separately, in each case audited by independent certified public accountants of nationally recognized standing if the Lessee has other assets or reasonably acceptable to Administrative Agent and certifiedoperations, without any qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit or (z) 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), by such accountants to have been prepared in accordance with GAAP Generally Accepted Accounting Principles, which shall be audited or reviewed by an independent certified public accountant if so requested (such audited financial statements an audit satisfying federal OMB Circular A-133 will suffice); (7) A description of any neighborhood issues or complaints raised during the prior year to include a balance sheet, income statement, description of any resolutions or outcomes; (8) A description of any community or neighborhood meetings attended by any representative of the Lessee and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, issues discussed regarding the Premises; (9) Such other information as at the end of such year and the related statements of income and retained earnings for such year, setting forth in each case in comparative form the figures for the previous year or predecessor period, as applicable); provided that the requirements set forth in this clause (c)(i) may be fulfilled required by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year (ii) as soon as available, but in any event not later than forty five (45) days after the end of each provision of the first three fiscal quarters of each fiscal year of the Borrower, (x) the unaudited balance sheets the Borrower as at the end of such quarter and the related unaudited statements of income and retained earnings of the Borrower for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year (or predecessor period, as applicable) and (y) a covenant compliance certificate, summarizing compliance with each of the covenants of Section 5.3 and underlying calculations, in each case, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided that the requirements set forth in this clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly periodLease; and (iii10) all Provided that Lessor gives such financial statements advance notice as is necessary to collect or prepare the information, such other information as may be reasonably requested by Xxxxxx. In addition, the Lessor shall be complete have the right at any time to perform, or to commission a consultant to perform, audits or reviews of Lessee and correct in all material respects of the operations on the Premises of Lessee, any managing or operating agent, and United Indians or any substitute social services contractor. Lessee shall cooperate, and shall be prepared in reasonable detail ensure that any such agent, United Indians. and in accordance any substitute contractor cooperate, fully with GAAP applied consistently throughout any such audit or review and allow the periods reflected therein Lessor or its consultant to review and with prior periods (except as approved by such accountants or officercopy all relevant documents and records, as the case may be, including without limitation computerized records and disclosed therein)data.

Annual Reporting. The Borrower Within 90 days (or such shorter period as the Securities and Exchange Commission shall deliver to specify for the Administrative Agent for distribution to each Lender: (ifiling of Annual Reports on Form 10-K) as soon as available, but in any event within ninety (90) days after the end of each fiscal year year, a consolidated balance sheet and related statements of operations, cash flows and owners' equity showing the financial position of TRW Acquisition and its consolidated Subsidiaries as of the Borrowerclose of such fiscal year and the consolidated results of their operations during such year, all audited by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements as at the end of such fiscal yearfairly present, in each case audited by independent certified public accountants all material respects, the financial position and results of nationally recognized standing or reasonably acceptable to Administrative Agent operations of TRW Acquisition and certified, without any qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit or (z) qualification which relates to the treatment or classification of any item and which, as its consolidated Subsidiaries on a condition to the removal of such qualification, would require an adjustment to such item), by such accountants to have been prepared consolidated basis in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, as at the end of such year and the related statements of income and retained earnings for such year, setting forth in each case in comparative form the figures for the previous year or predecessor period, as applicable); provided it being understood that the requirements set forth in this clause (c)(i) may be fulfilled delivery by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC TRW Acquisition of Annual Reports on Form 10-K for of TRW Acquisition and its consolidated Subsidiaries shall satisfy the applicable fiscal year requirements of this Section 7(a)(i) to the extent such Annual Reports include the information specified herein); provided that, so long as (i) either Holdings or Intermediate Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and (ii) as soon as available, but in any event not later than forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, (x) the unaudited balance sheets the Borrower as at the end of such quarter and the related unaudited statements of income and retained earnings of the Borrower for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year (Holdings or predecessor periodIntermediate Holdings, as applicable) and (y) a covenant compliance certificate, summarizing compliance with each is not engaged in any business or business activity other than that which is expressly permitted under Section 6.08 of the covenants Senior Credit Agreement as in effect on the date hereof, this clause may be satisfied by the provision of Section 5.3 and underlying calculationsconsolidated financial statements of Holdings or Intermediate Holdings, as applicable, in each casea manner consistent with the other requirements of this clause, certified by a Responsible Officer as being fairly stated in and all material respects (subject references to normal year-end audit adjustments); provided that the requirements set forth TRW Acquisition in this clause shall instead be deemed to be references to Holdings or Intermediate Holdings, as applicable; and provided further that the items required to be delivered pursuant to this clause (bi) may shall be fulfilled by providing deemed to have been delivered on the Administrative Agent for distribution to each Lender date when reports containing such items are posted on the report filed Xxxxx system maintained on the internet by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; and (iii) all such financial statements shall be complete United States Securities and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).Exchange Commission;

Annual Reporting. The Borrower shall deliver to the Administrative Agent for distribution to each Lender: (i) as soon as available, but in any event within Within ninety (90) days after the end close of each of the SPV’s and Ashland’s fiscal years (commencing with the fiscal year ended September 30, 2008, with respect to Ashland), (A) audited financial statements, prepared by a nationally-recognized accounting firm in accordance with GAAP on a consolidated basis for (I) the SPV and (II) for Ashland and its consolidated Subsidiaries, in each case, including consolidated and consolidating balance sheets as of the Borrower, consolidated financial statements as at the end of such fiscal yearperiod, in each case audited and related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows, accompanied by an unqualified audit report and opinion of independent certified public accountants of nationally recognized standing or reasonably acceptable to Administrative the Agent and certifiedeach Managing Agent, without which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications (including any (x) “going concern” or like similar qualification or exception, (y) exception or any qualification or exception as to the scope of such audit audit, and such financial statements shall be certified by the chief executive officer, chief financial officer, treasurer or controller of Ashland (zand a comparable person on behalf of the SPV) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of effect that such qualification, would require an adjustment to such item), by such accountants to have been prepared in accordance with GAAP (such audited financial consolidating statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, as at the end of such year and the related statements of income and retained earnings for such year, setting forth in each case in comparative form the figures for the previous year or predecessor period, as applicable); provided that the requirements set forth in this clause (c)(i) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year (ii) as soon as available, but in any event not later than forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, (x) the unaudited balance sheets the Borrower as at the end of such quarter and the related unaudited statements of income and retained earnings of the Borrower for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year (or predecessor period, as applicable) and (y) a covenant compliance certificate, summarizing compliance with each of the covenants of Section 5.3 and underlying calculations, in each case, certified by a Responsible Officer as being are fairly stated in all material respects when considered in relation to the consolidated statements of (subject I) the SPV and (II) Ashland and its consolidated Subsidiaries and (B) a report covering such fiscal year to normal yearthe effect that Protiviti Inc. or any other audit firm reasonably acceptable to the Agent has applied certain agreed-end audit adjustmentsupon procedures (a copy of which procedures are attached hereto as Schedule 6.1(a); provided , it being understood that the requirements Servicer and the Agent will provide an updated Schedule 6.1(a) reflecting any further amendments to such Schedule 6.1(a) prior to the issuance of the first such agreed-upon procedures report, a copy of which shall replace the then existing Schedule 6.1(a)) to certain documents and records relating to the Receivables under any Transaction Document, compared the information contained in the Servicer Reports delivered during the period covered by such report with such documents and records and that no matters came to the attention of such audit firm that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such audit firm shall believe to be immaterial and such other exceptions as shall be set forth in this clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; and (iii) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein)statement.

Annual Reporting. The Borrower shall deliver to the Administrative Agent for distribution to each Lender: (i) as soon as availableFirst, but in any event within ninety (90) days after the close of Ashland’s fiscal year commencing with the fiscal year ending September 30, 2012, audited financial statements, prepared by a nationally-recognized accounting firm in accordance with GAAP on a consolidated basis for Ashland and its consolidated Subsidiaries, in each case, including consolidated and consolidating balance sheets as of the end of such period, and related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows, accompanied by an unqualified audit report and opinion of independent certified public accountants of nationally recognized standing reasonably acceptable to the Agent and each Managing Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or similar qualification or exception or any qualification or exception as to the scope of such audit, and such financial statements shall be certified by the chief executive officer, chief financial officer, treasurer or controller of Ashland to the effect that such consolidating statements are fairly stated in all material respects when considered in relation to the consolidated statements of Ashland and its consolidated Subsidiaries and second, not later than April 30 of each calendar year commencing with the calendar year 2015, a report covering the most recently ended fiscal year to the effect that Protiviti Inc. or any other audit firm reasonably acceptable to the Agent has applied certain agreed-upon procedures (which procedures shall be satisfactory to the Managing Agents and substantially in the form of those attached hereto as Schedule 6.1(a)), to certain documents and records relating to the Receivables under any Transaction Document, compared the information contained in the Master Servicer Reports delivered during the period covered by such report with such documents and records and that no matters came to the attention of such audit firm that caused them to believe that such servicing was not conducted in compliance with this Article VI, except for such exceptions as such audit firm shall believe to be immaterial and such other exceptions as shall be set forth in such statement. Within ninety (90) days after the close of the BorrowerSPV’s fiscal year, for the SPV, an unaudited consolidated financial statements and consolidating balance sheet of the SPV as at the end of such fiscal year, in each case audited by independent certified public accountants of nationally recognized standing or reasonably acceptable to Administrative Agent and certified, without any qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit or (z) 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), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, as at the end of such year and the related unaudited consolidated and consolidating statements of income or operations, changes in shareholders’ equity, and retained earnings cash flows for such yearfiscal year and for the SPV’s fiscal year then ended, setting forth in each case in comparative form the figures for the previous year fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or predecessor periodcontroller of Ashland (or a comparable person on behalf of the SPV) as fairly presenting the financial condition, as applicable); provided that results of operations, shareholders’ equity and cash flows of the requirements set forth SPV in this clause accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Ashland (c)(ior a comparable person on behalf of the SPV) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year (ii) as soon as available, but in any event not later than forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, (x) the unaudited balance sheets the Borrower as at the end of effect that such quarter and the related unaudited statements of income and retained earnings of the Borrower for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year (or predecessor period, as applicable) and (y) a covenant compliance certificate, summarizing compliance with each of the covenants of Section 5.3 and underlying calculations, in each case, certified by a Responsible Officer as being are fairly stated in all material respects (subject to normal year-end audit adjustments); provided that the requirements set forth when considered in this clause (b) may be fulfilled by providing relation to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; and (iii) all such consolidated financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout of the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein)SPV.

Annual Reporting. The Servicer shall deliver (and if the Servicer fails to deliver the Borrower shall deliver deliver) to the Administrative Agent for distribution to each Lender: (i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the BorrowerServicer, consolidated financial statements as at the end of such fiscal year, in each case audited by independent certified public accountants of nationally recognized standing or reasonably acceptable to Administrative Agent and certified, without any qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit or (z) 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), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management, in each case, as at the end of such year and the related statements of income and retained earnings for such year, setting forth in each case in comparative form the figures for the previous year or predecessor period, as applicable); provided that the requirements set forth in this clause (c)(i) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year. (ii) as soon as available, but in any event not later than forty five (45) days after the end of each of the first three fiscal quarters quarter of each fiscal year of the BorrowerBorrower and the Servicer, (x) the unaudited balance sheets of each of the Borrower and the Servicer as at the end of such quarter and the related unaudited statements of income and retained earnings of each of the Borrower and the Servicer for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year (or predecessor period, as applicable) and (y) a covenant compliance certificate, in form and detail reasonably acceptable to the Administrative Agent, summarizing compliance with each of the covenants of Section 5.3 7.9(w) and underlying calculations, in each case, certified by a Responsible Officer of each of the Borrower and the Servicer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided that the requirements set forth in this clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; and (iii) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior ​ periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).