Common use of Year-End Financials Clause in Contracts

Year-End Financials. As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, Borrower will deliver: (1) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such year and the related consolidated statements of operations, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower and acceptable to Agent, which report shall be unqualified as to going concern and scope of audit of Borrower and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (4) copies of the consolidating financial statements of Borrower and its Subsidiaries, including (a) consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings of Borrower and its Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As soon as available and in any event within ------------------- ninety (90) days after the end of each Fiscal Year, Borrower will deliver: (1) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such year and the related consolidated statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower and acceptable to Agent, which report shall be unqualified as to going concern and scope of audit of Borrower and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (4) copies of the consolidating financial statements of Borrower and its Subsidiaries, including (a) consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings of Borrower and its Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As In addition to the relevant monthly and quarterly financial statements referred to in Section 5.1(A) and 5.1(B), as soon as available and in any event within ninety one hundred twenty (90120) days after the end of each Fiscal Year, Borrower will delivershall deliver to Lender: (1) the consolidated audited Consolidated and consolidating balance sheet of Borrower and its Consolidated Subsidiaries as at the end of such year and the related consolidated Consolidated and consolidating statements of operationsincome, stockholders' member’s or shareholder’s (as applicable) equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower and its Consolidated Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower and reasonably acceptable to AgentLender, which report shall be unqualified as to going concern and scope of audit of Borrower and its Consolidated Subsidiaries and shall state that substantially as follows: (a) that such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower and its Consolidated Subsidiaries as at the dates indicated and the results of their its operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (4) copies of the consolidating financial statements of Borrower and its Subsidiaries, including (a) consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations standards and (bc) related consolidating statements of earnings of Borrower and its Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detailthat such accountants acknowledge that Lender is relying on such statements.

Year-End Financials. As soon as available and in any event within ninety no later than ninety-one (9091) days (or if the 90th day is not a Business Day, the day immediately succeeding the date on which the SEC filing for such period is due) after the end of each Fiscal Year, Borrower Company will deliverdeliver to Purchasers: (1) the consolidated balance sheet of Borrower Company and its Subsidiaries as at the end of such year and the related consolidated statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the consolidated outstanding Indebtedness of Borrower Company and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower and acceptable to AgentBorrowers' Accountants, which report shall be unqualified as to going concern and scope of audit of Borrower Company and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years accounting principles generally accepted in the United States of America and (b) that the examination by such accountants Borrowers' Accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (4) copies of the consolidating financial statements of Borrower Company and its Subsidiaries, including (a) consolidating balance sheets of Borrower Company and its Subsidiaries as at the end of such Fiscal Year showing intercompany inter company eliminations and (b) related consolidating statements of earnings income of Borrower Company and its Subsidiaries showing intercompany inter company eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As soon as available and in any ------------------- event within ninety (90) days after the end of each Fiscal Year or, if earlier, the date on which Holdings or Target files its respective annual reports on Form 10-K with the SEC in respect of such Fiscal Year, Borrower will deliver: (1) the consolidated balance sheet of Holdings, Borrower and its their respective Subsidiaries as at the end of such year and the related consolidated and consolidating statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Holdings, Borrower and its their respective Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; (3) a report with respect to the financial statements from Coopers & Lybrand LLC or a firm of independent certified public accountants selected accounxxxxx xelected by Holdings and Borrower and reasonably acceptable to Agent, which report shall be unqualified as to going concern and scope of audit of Holdings, Borrower and its their respective Subsidiaries and shall state that (a) such consolidated and consolidating financial statements present fairly in all material respects the consolidated and consolidating financial position of Holdings, Borrower and its their respective Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) 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; and (4) copies of the consolidating financial statements of Holdings, Borrower and its their respective Subsidiaries, including (a) consolidating balance sheets of Holdings, Borrower and its their respective Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings of Holdings, Borrower and its their respective Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As soon as available and and, in any event event, within ninety (90) days after the end of each Fiscal Year, Borrower will deliverdeliver to Agent and Lenders: (1) the consolidated and consolidating balance sheet sheets of Borrower Holdings and its Subsidiaries as at the end of such year Fiscal Year and the related consolidated and consolidating statements of operationsincome, stockholders' ’ equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower Holdings and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower and acceptable to AgentHoldings’ Accountants, which report shall be unqualified as to going concern and scope of audit of Borrower Holdings and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with US GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants Holdings’ Accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (4) copies of the consolidating financial statements of Borrower Holdings and its Subsidiaries, including (a) consolidating balance sheets of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings income of Borrower Holdings and its Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As In addition to the relevant monthly and quarterly financial statements referred to in Sections 5.1(A) and 5.1(B), as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, Borrower Borrowers will deliverdeliver to Agent: (1) the audited consolidated and consolidating balance sheet of Borrower Borrowers and its their consolidated Subsidiaries as at the end of such year and the related consolidated and consolidating statements of operationsincome, stockholders' shareholder’s or member’s (as applicable) equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower Borrowers and its their consolidated Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; (3) a report with respect to the financial statements from a independent registered public accounting firm of independent certified public accountants selected by Borrower Borrowers and reasonably acceptable to Agent, which report shall be unqualified as to going concern and scope of audit of Borrower Borrowers and its their consolidated Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower Borrowers and its their consolidated Subsidiaries as at the dates indicated and the results of their its operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; standards and (4c) that such accountants acknowledge that Agent is relying on such statements. In connection with each annual or interim audit or review of the financial statements or financial controls of Borrowers and their consolidated Subsidiaries made by their independent public accountants (including the audit made in connection with the financial statements required to be delivered under this Section 5.1(C)), (i) Borrowers will deliver to Agent promptly upon receipt thereof copies of the consolidating financial statements of Borrower all reports submitted to Borrowers and its Subsidiariestheir consolidated Subsidiaries by their independent registered public account firm in connection with each such annual or interim audit or review, including (a) consolidating balance sheets the comment letter submitted by such accounts to management or any member or committee of Borrower the Boards of Borrowers and its their consolidated Subsidiaries as at the end of in connection with such Fiscal Year showing intercompany eliminations annual, interim or special audit or review, and (bii) related consolidating statements of earnings of Borrower Borrowers shall request from their independent registered public accounting firm (and its Subsidiaries showing intercompany eliminations; and (5deliver to Agent promptly upon receipt thereof) a schedule certificate, to the effect that, in making the examination necessary for such annual, interim or special audit or review, such accountants have obtained no knowledge of any condition or event which constitutes a Default or Event of Default, or if such accountants shall have obtained Knowledge of any such condition or event, specifying in such certificate each such condition or event of which they have knowledge and the book nature and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detailstatus thereof.

Year-End Financials. As soon as available and in any event within ninety no later than ninety-one (9091) days (or if the 90th day is not a Business Day, the day immediately succeeding the date on which the SEC filing for such period is due) after the end of each Fiscal Year, Administrative Borrower will deliverdeliver to Agents: (1) the consolidated balance sheet of Borrower Borrowers and its their Subsidiaries as at the end of such year and the related consolidated statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the consolidated outstanding Indebtedness of Borrower Borrowers and its their Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower and acceptable to AgentBorrowers' Accountants, which report shall be unqualified as to going concern and scope of audit of Borrower Borrowers and its their Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower Borrowers and its their Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years accounting principles generally accepted in the United States of America and (b) that the examination by such accountants Borrowers' Accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (4) copies of the consolidating financial statements of Borrower Borrowers and its their Subsidiaries, including (a) consolidating balance sheets of Borrower Borrowers and its their Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings income of Borrower Borrowers and its their Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, Borrower will deliver: deliver (1) the consolidated balance sheet of Borrower and its Subsidiaries and the consolidated and consolidating balance of Parent and its Subsidiaries as at the end of such year and the related consolidated statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower and its Subsidiaries and Parent and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower Borrower, and reasonably acceptable to AgentLender, which report shall be unqualified as to going concern and scope of audit of Borrower and its Subsidiaries and the consolidated and consolidating balance of Parent and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower and its Subsidiaries and the consolidated and consolidating balance of Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (4) copies of the consolidating financial statements of Borrower and its Subsidiaries and Parent and its Subsidiaries, including (a) consolidating balance sheets of Borrower and its Subsidiaries and the consolidated and consolidating balance of Parent and its Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings of Borrower and its Subsidiaries and the consolidated and consolidating balance of Parent and its Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As as soon as available and in any event within ninety five (9095) days after the end of fiscal year ending December 31, 2017, and each Fiscal Yearfiscal year thereafter, Borrower will deliver: (1a) the consolidated balance sheet of Borrower Guarantor and its Subsidiaries subsidiaries as at the end of such fiscal year and the related consolidated statements of operations, stockholders' comprehensive income, cash flows and equity (including all required footnotes thereto) of Guarantor and cash flow its subsidiaries for such Fiscal Year; (2) a schedule of fiscal year, setting forth in each case in comparative form the outstanding Indebtedness of Borrower and its Subsidiaries describing corresponding figures for the previous fiscal year, all in reasonable detail each such debt issue or loan outstanding and prepared by Guarantor in accordance with GAAP and certified by the principal amount and amount chief financial officer of accrued and unpaid interest with respect to each such debt issue or loan; (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower and acceptable to AgentGuarantor that they fairly present, which report shall be unqualified as to going concern and scope of audit of Borrower and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects respects, the consolidated financial position condition of Borrower Guarantor and its Subsidiaries subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flow flows for the periods indicated, (b) the management’s discussion and analysis incorporated in Guarantor’s Form 10-K delivered for such fiscal year or, if no such Form 10-K has been delivered, a narrative report describing the operations of Guarantor and its subsidiaries in the form prepared for presentation to senior management for such fiscal year, and (c) in the case of all such consolidated financial statements, a report and opinion thereon of independent registered public accountants of recognized national standing selected by Guarantor, which report and opinion shall be prepared in accordance with audit standards of the Public Company Accounting Oversight Board without an emphasis paragraph relating to the ability of Guarantor and its subsidiaries to continue as a going concern, shall be an unqualified opinion as to the scope of the audit and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Guarantor and its subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination audit by such accountants in connection with such consolidated financial statements has been made in accordance with, if applicable, the audit standards of the Public Company Accounting Oversight Board and otherwise in accordance with generally accepted auditing standards; and it being understood and agreed that the filing of Guarantor’s Form 10-K, if required, with the SEC shall satisfy the requirements set forth in this clause (4) copies of subject to the consolidating financial statements of Borrower and its Subsidiaries, including time periods set forth in this clause (a) consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings of Borrower and its Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.ii));

Year-End Financials. As soon as available and in any event within ninety (90) ------------------- 90 days after the end of each Fiscal Year, Borrower Representative will deliver: (1) the consolidated balance sheet of Borrower Borrowers and its their Subsidiaries as at the end of such year and the related consolidated statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower Borrowers and its their Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower and acceptable to AgentBorrowers' Accountants, which report shall be unqualified as to going concern and scope of audit of Borrower Borrowers and its their Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower Borrowers and its their Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants Borrowers' Accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (4) copies of the consolidating financial statements of Borrower Borrowers and its their Subsidiaries, including (a) consolidating balance sheets of Borrower Borrowers and its their Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings income of Borrower Borrowers and its their Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As soon as available and in any event within ninety no later than ninety-one (9091) days (or if the 90th day is not a Business Day, the day immediately succeeding the date on which the filing with the Securities and Exchange Commission for such period is due) after the end of each Fiscal Year, Borrower Recoton will deliverdeliver to the Administrative Agent: (1) the consolidated balance sheet of Borrower Recoton and its Subsidiaries as at the end of such year and the related consolidated statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the consolidated outstanding Indebtedness of Borrower Recoton and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower and acceptable to AgentBorrowers' Accountants, which report shall be unqualified as to going concern and scope of audit of Borrower Recoton and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower Recoton and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years accounting principles generally accepted in the United States of America and (b) that the examination by such accountants Borrowers' Accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (4) copies of the consolidating financial statements of Borrower Recoton and its Subsidiaries, including (a) consolidating balance sheets of Borrower Recoton and its Subsidiaries as at the end of such Fiscal Year showing intercompany inter company eliminations and (b) related consolidating statements of earnings income of Borrower Recoton and its Subsidiaries showing intercompany inter company eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, Borrower will deliverdeliver to Agent and Lenders: (1) the consolidated and consolidating balance sheet of Borrower Holdings and its Subsidiaries as at the end of such year and the related consolidated and consolidating statements of operationsincome, stockholders' ’ equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower Holdings and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower and acceptable to AgentHoldings’ Accountants, which report shall be unqualified as to going concern and scope of audit of Borrower Holdings and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants Holdings’ Accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (4) copies of the consolidating financial statements of Borrower Holdings and its Subsidiaries, including (a) consolidating balance sheets of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings income of Borrower Holdings and its Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, Borrower will deliver: (1) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such year and the related consolidated statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) for the Fiscal Year ending December 31, 1994, the consolidated balance sheet, and the related consolidated statements of income, stockholders' equity and cash flow for Old TNF for the prior Fiscal Year; (3) a schedule of the outstanding Indebtedness of Borrower and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (34) a report with respect to the financial statements of Borrower and its Subsidiaries from a firm of independent certified public accountants selected by Borrower and acceptable to Agent, which report shall be unqualified as to going concern and scope of audit of Borrower and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (45) copies of the consolidating financial statements of Borrower and its Subsidiaries, including (a) consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings of Borrower and its Subsidiaries showing intercompany eliminations; eliminations and (5c) a schedule of the book and physical inventory adjustments consolidating cash flows of Borrower and its Subsidiaries in reasonable detailSubsidiaries.

Year-End Financials. As soon as available and in any event within ------------------- ninety (90) days after the end of each Fiscal Year, Borrower will deliver: (1) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such year and the related consolidated statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower Borrower, and acceptable to AgentLender, which report shall be unqualified as to going concern and scope of audit of Borrower and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (4) copies of the consolidating financial statements of Borrower and its Subsidiaries, including (a) consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings of Borrower and its Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As soon as available and in any ------------------- event within ninety one hundred twenty (90120) days after the end of each Fiscal Year, Borrower will deliverdeliver or cause to be delivered: (1) the consolidated balance sheet of Borrower and its Subsidiaries Parent Group as at the end of such year and the related consolidated statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower and its Subsidiaries Parent Group describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; (3) a report with respect to the financial statements from a "Big 6" firm of independent certified public accountants selected by Borrower or other independent certified public accountants selected by Borrower and acceptable to Agent, which report shall be unqualified as to going concern and scope of audit of Borrower and its Subsidiaries Parent Group and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower and its Subsidiaries as Parent Group --as at the dates indicated and the results of their its operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants in connection with such consolidated financial statements has been made in accordance accord-ance with generally accepted auditing standardsstandards ; and (4) for each period in which any Subsidiary of Borrower is required to be included in the consolidated financial statements of Parent Group in conformity with GAAP, copies of the consolidating financial statements of Borrower and its SubsidiariesParent Group, including (a) -including consolidating balance sheets of Borrower and its Subsidiaries Parent Group as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings of Borrower and its Subsidiaries showing intercompany eliminations; and (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.

Year-End Financials. As soon as available and in any event within ninety one hundred fifty (90150) days after the end of each Fiscal Year, Borrower will deliver: (1) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such year and the related consolidated statements of operationsincome, stockholders' equity and cash flow for such Fiscal Year; (2) a schedule of the outstanding Indebtedness of Borrower and its Subsidiaries describing in reasonable detail each such debt issue or loan outstanding and the principal amount and amount of accrued and unpaid interest with respect to each such debt issue or loan; and (3) a report with respect to the financial statements from a firm of independent certified public accountants selected by Borrower Borrower, and reasonably acceptable to AgentLender, which report shall be unqualified as to going concern and scope of audit of Borrower and its Subsidiaries and shall state that (a) such consolidated financial statements present fairly in all material respects the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (4) copies of the consolidating financial statements of Borrower and its Subsidiaries, including (a) consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year showing intercompany eliminations and (b) related consolidating statements of earnings of Borrower and its Subsidiaries showing intercompany eliminations; and . (5) a schedule of the book and physical inventory adjustments of Borrower and its Subsidiaries in reasonable detail.D)