Common use of Annual Reports Clause in Contracts

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (i) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 section 10.4, (b) a schedule from the Company setting forth for each item in clause (a) hereof, the corresponding figures from the consolidated financial budget for the current fiscal year most recently delivered pursuant to section 10.1(a)(v), and (iic) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof (other than the consolidating schedules) of KPMG LLP or any other independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated and consolidating financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (iiiii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a copy of a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event in respect of Defaultthe financial covenants set forth in section 10.4, or if, in the opinion of such accountants, any Default or Event of such Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4 and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety one hundred five (90105) days after the end of each fiscal year, (ia) the consolidated and consolidating balance sheet sheets of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated and consolidating statements of income, stockholders’ ' equity and cash flows of the Company Borrower and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4 and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof (other than the consolidating schedules) of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated and consolidating financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (iiiii) shall be accompanied by (x) any management letter prepared by the above-referenced accountantsaccountants promptly after becoming available, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and the status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) Within 90 days after the end of each fiscal yearFiscal Year, (i) the financial information regarding Terra Industries and its Subsidiaries consisting of consolidated and consolidating balance sheet sheets of the Company Terra Industries and its Subsidiaries as at of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity income and cash flows of the Company Terra Industries and its Subsidiaries for such fiscal yearFiscal Year, all prepared in conformity with GAAP and certified, in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the case of such consolidated financial statements (but not statements, without qualification as to the consolidating financial statements scope of the audit by Deloitte & Touche LLP or schedules) listed in clause other independent public accountants acceptable to the Administrative Agent, together with the report of such accounting firm stating that (i) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company Terra Industries and its Subsidiaries as at the dates indicated and the results of their operations and cash flows flow for the periods indicated in conformity with Agreement Accounting Principles GAAP applied on a basis consistent with prior years (except for changes with which such independent certified public accountants shall concur and that which shall have been disclosed in the notes to the financial statements), and (ii) the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be , and accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, stating that in the course of their examination necessary for their certification the regular audit of the foregoing, they have business of Terra Industries and its Subsidiaries such accounting firm has obtained no knowledge of any that a Default or Event of DefaultDefault in respect of the financial covenants contained in Article V has occurred and is continuing, or ifor, if in the opinion of such accountantsaccounting firm, any a Default or Event of Default shall existhas occurred and is continuing in respect of such financial covenants, stating a statement as to the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (i) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified (other than the audit report in respect of the fiscal period ending December 31, 2017) and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety ninety-five (9095) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company Borrower and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof (other than the consolidating schedules) of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company Borrower and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, (b) a schedule from the Borrower setting forth for each item in clause (a) hereof, the corresponding figures from the consolidated financial budget for the current fiscal year most recently delivered pursuant to Section 7.1(A)(v), and (iic) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof (other than the consolidating schedules) of KPMG LLP or any other independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated and consolidating financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (iiiii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a copy of a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event in respect of Defaultthe financial covenants set forth in Section 7.4, or if, in the opinion of such accountants, any Default or Event of such Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) Within 90 days after the end of each fiscal yearFiscal Year, (i) the financial information regarding Holdings and its Subsidiaries consisting of consolidated and consolidating balance sheet sheets of the Company Holdings and its Subsidiaries as at of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity income and cash flows of the Company Holdings and its Subsidiaries for such fiscal yearFiscal Year, all prepared in conformity with GAAP and certified, in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the case of such consolidated financial statements (but not statements, without qualification as to the consolidating financial statements scope of the audit or schedules) listed in clause as to the Borrower being a going concern by Holdings' Accountants, together with the report of such accounting firm stating that (i) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and cash flows flow for the periods indicated in conformity with Agreement Accounting Principles GAAP applied on a basis consistent with prior years (except for changes with which Holdings' Accountants shall concur and that shall have been disclosed in the notes to the financial statements) and (ii) the examination by such accountants Holdings' Accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be , and accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, stating that in the course of their examination necessary for their certification the regular audit of the foregoing, they have business of Holdings and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing a statement as to the nature thereof; provided, however, that such accounting firm shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company Borrower and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, (b) a schedule from the Borrower setting forth for each item in clause (a) hereof, the corresponding figures from the consolidated financial budget for the current fiscal year most recently delivered pursuant to Section 7.1(A)(v), and (iic) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof (other than the consolidating schedules) of KPMG LLP or any other independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated and consolidating financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (iiiii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a copy of a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event in respect of Defaultthe financial covenants set forth in Section 7.4, or if, in the opinion of such accountants, any Default or Event of such Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety ninety-five (9095) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company Borrower and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof (other than the consolidating schedules) of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety one hundred twenty (90120) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety one hundred twenty (90120) days after the end of each fiscal year, (ia) the consolidated and consolidating balance sheet of the Company Brightpoint and its Subsidiaries as at the end of such fiscal year and the related consolidated and consolidating statements of income, income and the related consolidated statement of stockholders’ ' equity and cash flows flow of the Company Brightpoint and its Subsidiaries for such fiscal year, and and, in comparative form the corresponding figures for the previous fiscal year, (b) a schedule from Brightpoint setting forth for each item in clause (a) hereof, the corresponding figures from the consolidated financial budget for the current fiscal year along with consolidating schedules in form and substance sufficient delivered pursuant to calculate the financial covenants set forth in Section 7.18 6.1(A)(iv), and (iic) an audit report on the consolidated financial statements items (but not other than the consolidating financial statements or schedulesstatements) listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present in all material respects the consolidated financial position of the Company Brightpoint and its Subsidiaries as at the dates indicated and the results of their operations and cash flows flow for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (xy) any management letter the report on internal controls prepared by the above-referenced accountants, accountants and (yz) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoingforegoing (such examination utilizing only their customary audit procedures without any necessity of conducting extra procedures for purposes of this certificates), they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (ia) the consolidated balance sheet sheets of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows flow of the Company Borrower and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 6.4, (b) a schedule from the Borrower setting forth for each item in clause (a) hereof, the corresponding figures from the consolidated financial budget for the current fiscal year delivered pursuant to Section 6.1(A)(v), and (iic) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated and consolidating financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows flow for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (iiiii) shall be accompanied by (xy) any management letter prepared by the above-referenced accountants, accountants and (yz) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4 and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company Borrower and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, (b) a schedule from the Borrower setting forth for each item in clause (a) hereof, the corresponding figures from the consolidated financial budget for the current fiscal year delivered pursuant to Section 7.1(A)(iv), and (iic) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated and consolidating financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) Within 90 days after the end of each fiscal yearFiscal Year, (i) financial information regarding the Borrower and its Subsidiaries consisting of consolidated balance sheet sheets of the Company Borrower and its Subsidiaries as at of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity income and cash flows of the Company Borrower and its Subsidiaries for such fiscal yearFiscal Year, all prepared in conformity with GAAP and certified, in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the case of such consolidated financial statements (but not statements, without qualification as to the consolidating financial statements scope of the audit by Pricewaterhouse Coopers LLP or schedules) listed in clause other nationally recognized independent public accountants reasonably acceptable to the Administrative Agent, together with the report of such accounting firm stating that (i) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows flow for the periods indicated in conformity with Agreement Accounting Principles GAAP applied on a basis consistent with prior years (except for changes with which such independent certified public accountants shall concur and that which shall have been disclosed in the notes to the financial statements), and (ii) the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be , and accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, stating that in the course of their examination necessary for their certification the regular audit of the foregoing, they have business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge of any that a Default or Event of DefaultDefault has occurred and is continuing, or ifor, if in the opinion of such accountantsaccounting firm, any a Default or Event of Default shall existhas occurred and is continuing, stating a statement as to the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) Within 90 days after the end of each fiscal yearFiscal Year, (i) financial information regarding the consolidated Borrower and its Subsidiaries consisting of Consolidated balance sheet sheets of the Company Borrower and its Subsidiaries as at of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity income and cash flows of the Company Borrower and its Subsidiaries for such fiscal yearFiscal Year, all prepared in conformity with GAAP and certified, in comparative form the corresponding figures for case of such Consolidated Financial Statements, without qualification as to the previous fiscal year along scope of the audit or as to the Borrower being a going concern by the Group Member’s Accountants, together with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause of such accounting firm stating that (i) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements Financial Statements fairly present the consolidated Consolidated financial position condition of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows flow for the periods indicated in conformity with Agreement Accounting Principles GAAP applied on a basis consistent with prior years (except for changes with which the Group Member’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by such accountants the Group Member’s Accountants in connection with such consolidated financial statements Consolidated Financial Statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be , and accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, stating that in the course of their examination necessary for their certification the regular audit of the foregoing, they have financial statements of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge of any that a Default or Event of DefaultDefault in respect of the financial covenant contained in Article V (Financial Covenant) has occurred and is continuing, or ifor, if in the opinion of such accountantsaccounting firm, any a Default or Event of Default shall existhas occurred and is continuing in respect of such financial covenant, stating a statement as to the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4 and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced above‑referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicableavailable, and in any event within ninety (90) 100 days after the end of each fiscal yearFiscal Year, (i) the consolidated Consolidated balance sheet of the Company and its Subsidiaries Borrower as at of the end of such fiscal year and the related consolidated Consolidated statements of income, stockholders’ equity and cash flows flow for such Fiscal Year, each prepared in accordance with GAAP, together with the following: (i) an opinion by the Group Members’ Accountants that (x) such Consolidated Financial Statements fairly present in all material respects the Consolidated financial position, results of operations and cash flow of the Company Borrower as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification with respect to going concern or scope of audit or any like qualifications, and (y) in the course of the regular audit of the businesses of the Borrower and its Subsidiaries Subsidiaries, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Group Members’ Accountants have obtained no knowledge that a Default in respect of the Financial Performance Covenants is continuing or, if in the opinion of such Group Members’ Accountants such a Default is continuing, a statement as to the nature thereof (which statement may be limited to accounting matters and may disclaim responsibility for legal interpretations); and (ii) a summary of such fiscal year, and financial statements setting forth in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (i) hereof of independent prior Fiscal Year, certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position by a Responsible Officer of the Company and its Subsidiaries Borrower as at fairly presenting in all material respects the dates indicated and the Consolidated financial position, results of their operations and cash flows flow of the Borrower for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made Fiscal Year in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause GAAP (ii) shall be accompanied by (x) any management letter prepared it being understood that the delivery by the aboveBorrower of annual reports on Form 10-referenced accountants, K of Holdings and (yits consolidated subsidiaries shall satisfy the requirements of this Section 6.1(b) a certificate of to the extent such accountants that, in annual reports include the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and status thereofinformation specified therein).

Annual Reports. As soon as practicable, and in any event within ninety one hundred twenty (90120) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company Borrowers and its their respective Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company Borrowers and its their respective Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated and consolidating financial position of the Company Borrowers and its respective Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (ia) the consolidated balance sheet sheets of the Company Holdings and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows flow of the Company Holdings and its consolidated Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Article 6.4, (b) a schedule from the Borrower setting forth for each item in clause (a) hereof, the corresponding figures from the consolidated financial budget for the current fiscal year delivered pursuant to Section 7.18 6.1(A)(v), and (iic) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company Holdings and its consolidated Subsidiaries as at the dates indicated and the results of their operations and cash flows flow for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (iiiii) shall be accompanied by (xy) any management letter prepared by the above-referenced accountants, accountants and (yz) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (i) the consolidated balance sheet of the Company and its 68208499_7 Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (i) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety no later than the earlier to occur of (90x) days the one-hundredth (100th) day after the end of each fiscal yearyear of the Company, and (y) the tenth (10th) day after the date on which any of the following items are required to be delivered to the Commission, (ia) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of incomeconsolidated earnings, stockholdersconsolidated shareholders’ equity and consolidated cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof of Deloitte or any other independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles generally accepted accounting principles as in effect from time to time and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant With respect to this clause (ii) any fiscal year, if all of the foregoing information is fairly, accurately and completely set forth in the Company’s Form 10-K filing with the Commission for such fiscal year, such Form 10-K filing with the Commission shall be accompanied by (x) any management letter prepared by deemed delivery to the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification Administrative Agent of the foregoinginformation required 80 under this Section 7.1(A)(ii); provided, they have obtained no knowledge of however, that the Company must comply with the foregoing timing requirements for such delivery or deemed delivery whether constituting a Form 10-K filing or another report and must deliver any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and status thereofcorresponding compliance certificates hereunder when due.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating 67484784_12 schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (i) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety one hundred twenty (90120) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.. Sidley Xxxxxx Xxxxx & Xxxx

Annual Reports. As soon as practicable, and in any event within ninety (90) Within 90 days after the end of each fiscal yearFiscal Year, (i) financial information regarding the consolidated Company and its Subsidiaries consisting of Consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries as at of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity earnings and cash flows of the Company and its Subsidiaries for such fiscal yearFiscal Year, all prepared in conformity with GAAP and certified, in comparative form the corresponding figures for case of such Consolidated Financial Statements, without qualification as to the previous fiscal year along scope of the audit or as to the Company being a going concern by the Company's Accountants, together with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause of such accounting firm stating that (i) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements Financial Statements fairly present the consolidated Consolidated financial position of the Company and its Subsidiaries as at the dates indicated (and give a true and fair view of the financial position and performance of each of Australian Holdings and each of its Subsidiaries as at such dates) and the results of their operations and cash flows flow for the periods indicated in conformity with Agreement Accounting Principles GAAP applied on a basis consistent with prior years (except for changes with which the Company's Accountants shall concur and that shall have been disclosed AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY in the notes to the Financial Statements) and (ii) the examination by such accountants the Company's Accountants in connection with such consolidated financial statements Consolidated Financial Statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be , and accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, stating that in the course of their examination necessary for their certification the regular audit of the foregoing, they have business of the Company and its Subsidiaries such accounting firm has obtained no knowledge of any that a Default or Event of DefaultDefault in respect of the financial covenants contained in Article V (Financial Covenants), or ifif applicable, has occurred and is continuing, or, if in the opinion of such accountantsaccounting firm, any a Default or Event of Default shall existhas occurred and is continuing in respect of such financial covenants, stating a statement as to the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal yearyear of the Borrower, (ia) the consolidated balance sheet of the Company Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company Borrower and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles generally accepted accounting principles as in effect from time to time and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety one hundred twenty (90120) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly Sidley Xxxxxx Xxxxx & Xxxx present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (i) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (i) hereof of independent certified 90 00000000_3 public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and status thereof.

Annual Reports. As as soon as practicable, available and in any event within ninety one hundred fifty (90150) days after the end of each fiscal yearyear of the Company (unless otherwise determined by the Board of Directors), (i) a copy of the annual audit report for such year for the Company and its Subsidiaries, including therein an audited consolidated balance sheet of the Company and its Subsidiaries as at of the end of such fiscal year and the related audited consolidated statements of income, stockholders’ equity income and cash flows retained earnings of the Company and its Subsidiaries for such fiscal year, and setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year along year, all such consolidated statements to be prepared in accordance with consolidating schedules in form generally accepted accounting principles (“GAAP”) and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (i) hereof of duly certified by such major independent certified public accountants of recognized national standingstanding approved by a majority of the Board of Directors (the “CPA”, which audit report shall must be unqualified one of the “Big 4” accounting firms unless otherwise agreed by the Board of Directors (and shall state that such agree to furnish unaudited copies of the aforementioned annual financial statements fairly present the consolidated financial position as soon as reasonably possible but not later than ninety (90) days of the Company and its Subsidiaries as at end of the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated fiscal year). The financial statements has been made in accordance with generally accepted auditing standards. The deliveries made delivered pursuant to subsection (i) and this clause subsection (ii) shall be accompanied by (x) any management letter prepared provided with a certificate executed by the above-referenced accountantschief financial officer of the Company certifying that such financial statements were prepared in accordance with GAAP (with the exception of footnotes that may be required by GAAP) applied on a consistent basis with prior periods and fairly represent the financial condition of the Company as of the date they were prepared and the results of operations of the Company for the period indicated, and (y) a certificate of such accountants thatsubject to, in the course case of their examination necessary for their certification of the foregoinginterim financial statements, they have obtained no knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and status thereofyear-end audit adjustments.

Annual Reports. As soon as practicable, and in any event within ninety one- hundred and five (90105) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company Holdings and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Company Borrower and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4, and (iib) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) items listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of DefaultUnmatured Default with respect to the financial covenants set forth in Section 7.4, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, and in any event within ninety (90) days after On or before the 120th day following the end of each fiscal year, (i) Fiscal Year during the consolidated balance sheet term of the Company Partnership, the General Partner shall cause each other Partner to be furnished with a balance sheet, an income statement and its Subsidiaries a statement of changes in Partners’ capital of the Partnership for, and as at of the end of such fiscal year of, that year. These financial statements must be prepared in accordance with the accounting principles required by Section 9.1 and the related consolidated statements of incomemay be, stockholders’ equity and cash flows if requested by a Majority in Interest of the Company and its Subsidiaries for such fiscal yearLimited Partners, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause (i) hereof certified by a recognized xxxx of independent certified public accountants of recognized national standingchosen by such Limited Partners. If they are so certified, which audit report the financial statements shall be unqualified and shall state that such financial statements fairly present the consolidated financial position accompanied by a report of the Company certified public accountants certifying the statements and its Subsidiaries as at the dates indicated and the results of stating that (a) their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been was made in accordance with generally accepted auditing standards. The deliveries made pursuant standards and, in their opinion, the financial statements fairly present the financial position, financial results of operations and changes in Partners’ capital in accordance with accounting principles generally employed for records kept in accordance with Section 9.1 (except as therein noted) and (b) in making the examination and reporting on the financial statements described above, nothing came to their attention that caused them to believe that (i) the income and revenues were not paid or credited in accordance with the financial and accounting provisions of this clause Agreement, (ii) shall be accompanied by the costs and expenses were not charged in accordance with the financial and accounting provisions of this Agreement or (xiii) the General Partner or any management letter prepared by other Partner failed to comply in any material respect with the above-referenced accountants, financial and (y) a certificate accounting provisions of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Defaultthis Agreement, or ifif they do conclude that the General Partner or another Partner so failed, in the opinion of such accountants, any Default or Event of Default shall exist, stating specifying the nature and status thereofperiod of existence of the failure. The General Partner also may cause to be prepared or delivered such other reports as it may deem appropriate. The Partnership shall bear the costs of all these reports.

Annual Reports. As soon as practicable, available and in any event within ninety (90) 90 days after the end of each fiscal year, year (i) the consolidated balance sheet of PESRM (provided that, in the event PESRM is a Wholly-Owned Subsidiary of a Permitted Reporting Company, PESRM shall be entitled to satisfy this requirement by delivering the corresponding consolidated and consolidating financial statements of the Permitted Reporting Company and its Subsidiaries consolidated Subsidiaries) as at of the end of such fiscal year and the related consolidated and, if a Permitted Reporting Company, consolidating statements of income, stockholderscash flows and members’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated such financial statements (but not if any) as of the consolidating financial statements end of, and for, the preceding fiscal year, and notes thereto, accompanied by an opinion of KPMG LLP or schedules) listed in clause (i) hereof of other independent certified public accountants of recognized national standingstanding reasonably satisfactory to MLC (which opinion shall not be qualified as to scope or contain any going concern or other qualification), which audit report shall be unqualified and shall state stating that such financial statements fairly present present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the condition, results of their operations and cash flows of PESRM (or, as applicable, of the Permitted Reporting Company and its consolidated Subsidiaries) as of the dates and for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made specified in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause GAAP consistently applied; and (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, a narrative report and (y) a certificate of such accountants thatmanagement’s discussion and analysis, in the course of their examination necessary for their certification a form reasonably satisfactory to MLC, of the foregoingfinancial condition and results of operations of PESRM for such fiscal year, they have obtained no knowledge of any Default or Event of Default, or if, in as compared to amounts for the opinion of such accountants, any Default or Event of Default shall exist, stating the nature and status thereof.previous fiscal year;

Annual Reports. As soon as practicable, and in any event within ninety (90) days after the end of each fiscal year, (ia) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 7.4 and (iib) an audit report on the consolidated financial statements (but not 57 67501104_3 the consolidating financial statements or schedules) listed in clause (ia) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with Agreement Accounting Principles and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced above‑referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Event of Unmatured Default, or if, in the opinion of such accountants, any Default or Event of Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. As soon as practicable, available and in any event within ninety (90) 90 days after the end of each fiscal yearFiscal Year, financial information regarding the Group consisting of consolidated balance sheets of the Group as of the end of such year and related statements of income and cash flows of the Group for such Fiscal Year (including balance sheets and related statements of income and cash flow prepared on a geographical basis in respect of each of (x) United States, (iy) non-United States and (z) worldwide operations of the Group), all prepared in conformity with GAAP and certified, in the case of such consolidated balance sheet financial statements, without qualification as to the scope of the audit or as to the Company and its Subsidiaries as at being a going concern by the end of such fiscal year and Approved Auditors, together with the related consolidated statements of income, stockholders’ equity and cash flows report of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 7.18 and (ii) an audit report on the consolidated financial statements (but not the consolidating financial statements or schedules) listed in clause Approved Auditors stating that (i) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries Group as at the dates indicated and the results of their operations and cash flows flow for the periods indicated in conformity with Agreement Accounting Principles GAAP applied on a basis consistent with prior years (except for changes with which the Approved Auditors shall concur and that which shall have been disclosed in the notes to the financial statements), and (ii) the examination by such accountants the Approved Auditors in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be , and accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, stating that in the course of their examination necessary for their certification the regular audit of the foregoing, they business of the Group the Approved Auditors have obtained no knowledge of any Default or Event of Default, or if, in the opinion of such accountants, any that a Default or Event of Default shall existhas occurred and is continuing, stating or, if in the opinion of the Approved Auditors, a Default or Event of Default has occurred and is continuing, a statement as to the nature and status thereof.