Common use of Annual Audit Reports Clause in Contracts

Annual Audit Reports. As soon as practicable, and in any event within 105 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with a copy for each Lender, audited consolidated statements of income, cash flows and stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower and its consolidated Subsidiaries for such fiscal year, and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a comparative basis in accordance with GAAP. Such audited financial statements shall be accompanied by an opinion of Deloitte & Touche or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Agent. Such opinion shall be free of any exception, qualification or explanation not acceptable to the Agent (and in any event shall be free of any exception, qualification or explanation relating to ability to continue as a going concern, a limited scope of examination or independence). Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited such consolidated financial statements in accordance with generally accepted auditing standards and (ii) in the opinion of such accountants such audited financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAP. Such unaudited financial statements shall be certified by a Responsible Officer of the Borrower as presenting fairly the consolidated and consolidating financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year, and the respective consolidated and consolidating results of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within 105 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with a copy for each Lender, audited consolidated statements of income, cash flows and stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower and its consolidated Subsidiaries for such fiscal year, and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a comparative basis in accordance with GAAP. Such audited financial statements shall be accompanied by an opinion of Deloitte & Touche or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Agent. Such opinion shall be free of any exception, qualification or explanation not acceptable to the Agent (and in any event shall be free of any exception, qualification or explanation relating to ability to continue as a going concern, a limited scope of examination or independence). Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited such -24- 291 consolidated financial statements in accordance with generally accepted auditing standards and (ii) in the opinion of such accountants such audited financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAP. Such unaudited financial statements shall be certified by a Responsible Officer of the Borrower as presenting fairly the consolidated and consolidating financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year, and the respective consolidated and consolidating results of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within 105 90 days after the close of each fiscal year of the BorrowerCompany, the Borrower Company shall furnish to the Agent, with a copy for each LenderBank, audited (i) consolidated statements of income, cash flows and stockholdersshareholders' equity and cash flow of the Borrower Company and its consolidated Consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower year and its a consolidated Subsidiaries for such fiscal year, and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower Company and its consolidated Consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a setting forth in comparative basis in accordance form the corresponding figures for the preceding fiscal year, with GAAP. Such audited such consolidated financial statements shall and balance sheet to be accompanied certified by an opinion of Deloitte & Touche or other independent certified public accountants of recognized national standing selected by the Borrower Company (the "Accountants") and reasonably satisfactory (ii) the underlying consolidating statements of income, shareholders' equity and cash flow of the Company and its Consolidated Subsidiaries provided by the Company to the AgentAccountants for the purpose of the preparation by the Accountants of the consolidated statements described in clause (i) above and with such consolidating financial statements and balance sheets of the Company and the Consolidated Subsidiaries to be compiled by the Company. Such opinion The report of such Accountants shall be free of any exception, qualification exceptions or explanation qualifications not acceptable to the Agent Banks (and it being understood that exceptions constituting items in any event connection with this Agreement that have either been cured or waived shall be free of any exceptiondeemed to be acceptable to the Banks), qualification or explanation relating such report shall be addressed to ability to continue as a going concernthe Banks and signed by such Accountants, a limited scope of examination or independence). Such opinion in any event and such report shall contain a written statement of such accountants Accountants substantially to the effect that (i) such accountants audited Accountants examined such consolidated financial statements and balance sheet in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such Accountants considered necessary in the circumstances and (ii) in the opinion of such accountants Accountants such audited financial consolidated statements and balance sheet present fairly the financial position of the Borrower Company and its consolidated Consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and the changes in their cash flows and stockholders' equity financial position for such fiscal year, in conformity with GAAP. Such unaudited financial statements shall be certified by GAAP applied on a Responsible Officer basis consistent with that of the Borrower as presenting fairly the consolidated and consolidating financial position of the Borrower and its consolidated Subsidiaries as of the end of preceding fiscal year (except for changes in application in which such fiscal year, and the respective consolidated and consolidating results of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAPaccountants concur).

Annual Audit Reports. As soon as practicable, and in any event within 105 120 days after the close of each fiscal year of the Borroweryear, the Borrower City shall furnish to the Agent, with a copy for each Lender, Bank audited consolidated and consolidating statements of income, cash flows and stockholderschanges in owners' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower year and its a consolidated Subsidiaries for such fiscal year, and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, together with management letters, all in reasonable detail, prepared on a setting forth in comparative basis in accordance with GAAPform the corresponding figures for the preceding fiscal year. Such audited financial statements shall be accompanied by an opinion opinions of Deloitte & Touche or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the AgentBank. Such opinion opinions shall be free of any exception, qualification exceptions or explanation qualifications not acceptable to the Agent (and Bank. Such opinions in any event shall be free of any exceptionshall, qualification or explanation relating to ability to continue as a going concernin the aggregate, a limited scope of examination or independence). Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited examined such consolidated financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances, (ii) in the opinion of such accountants such audited financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their its operations and their its cash flows and stockholderschanges in owners' equity for such fiscal year, in conformity with GAAPGAAP and (iii) in the opinion of such accountants the Borrower and its consolidated Subsidiaries are in compliance with all financial covenants contained herein with which the Borrower and its consolidated Subsidiaries are required to comply. Such unaudited financial statements shall be certified by a Responsible Officer of the Borrower as presenting fairly the consolidated and consolidating financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year, year and the respective consolidated and consolidating results of their operations and their operations, cash flows and stockholderschanges in owners' equity for such fiscal year, in conformity with GAAP, subject to normal and recurring year-end audit adjustments.

Annual Audit Reports. As soon as practicable, and in any event within 105 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with a copy A-24 138 for each Lender, audited consolidated statements of income, cash flows and stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower and its consolidated Subsidiaries for such fiscal year, and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a comparative basis in accordance with GAAP. Such audited financial statements shall be accompanied by an opinion of Deloitte & Touche or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Agent. Such opinion shall be free of any exception, qualification or explanation not acceptable to the Agent (and in any event shall be free of any exception, qualification or explanation relating to ability to continue as a going concern, a limited scope of examination or independence). Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited such consolidated financial statements in accordance with generally accepted auditing standards and (ii) in the opinion of such accountants such audited financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAP. Such unaudited financial statements shall be certified by a Responsible Officer of the Borrower as presenting fairly the consolidated and consolidating financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year, and the respective consolidated and consolidating results of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within 105 120 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with a copy for each Lender, audited consolidated statements of income, cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower and its consolidated Subsidiaries for such fiscal year, year and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Significant Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a setting forth in comparative basis in accordance with GAAPform the corresponding figures for the preceding fiscal year. Such audited financial statements shall be accompanied by an opinion of Deloitte Arthxx Xxxexxxx & Touche Xo. or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the AgentBorrower. Such opinion shall be free of any exception, qualification or explanation not acceptable to the Agent (and in any event shall be free of any exception, qualification or explanation relating to ability to continue as a going concern, a limited scope of examination or independence). Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited such consolidated financial statements in accordance with generally accepted auditing standards and (ii) in the opinion of such accountants such audited financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP. Such unaudited opinion shall be accompanied by a report of such accountants stating that in the regular course of such audit of the financial statements shall be certified by a Responsible Officer of the Borrower as presenting fairly the consolidated and consolidating financial position Borrower, such accountants obtained no knowledge of the Borrower and its consolidated Subsidiaries as occurrence of any Put Event, Default or Event of Default, or, if in the end opinion of such fiscal yearaccountants a Put Event, Default or Event of Default has occurred, stating the nature and the respective consolidated and consolidating results period of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAPexistence thereof.

Annual Audit Reports. As soon as practicable, and in any event within 105 90 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with a copy for each Lender, audited consolidated and consolidating statements of income, cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries the Borrower Group for such fiscal year, an unaudited year and consolidated and consolidating statement of income balance sheets of the Borrower and its consolidated Subsidiaries for such fiscal year, and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries Group as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a setting forth in comparative basis in accordance with GAAPform the corresponding figures for the preceding fiscal year. Such audited consolidated financial statements shall be accompanied by an opinion of Deloitte Ernst & Touche Young or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the AgentBorrower. Such opinion shall be free of any exception, qualification exceptions or explanation not acceptable to the Agent (and in any event shall be free of any exception, qualification or explanation relating to ability to continue as a going concern, a limited scope of examination or independence)qualifications other than exceptions for accounting changes. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited examined such consolidated financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such audited financial statements present fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries the Borrower Group as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP. Such unaudited financial statements The Borrower shall be certified deliver to the Agent, with a copy for each Lender, an Annual Compliance Certificate in substantially the form set forth as Exhibit E hereto, duly completed and signed by a Responsible Officer of the Borrower as presenting fairly concurrently with the consolidated and consolidating financial position delivery of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year, and the respective consolidated and consolidating results of their operations and their cash flows and stockholders' equity for such fiscal year, financial statements referred to in conformity with GAAPthis Section 5.01(a).

Annual Audit Reports. As soon as practicable, and in any event within 105 90 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with a copy for each Lender, audited Lender consolidated statements of income, cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower year and its a consolidated Subsidiaries for such fiscal year, and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a setting forth in comparative basis form the corresponding figures for the preceding fiscal year, together with all management letters issued, or letters stating that no management letters are being issued, in accordance with GAAPconnection therewith. Such audited financial statements shall be accompanied by an opinion of Deloitte & Touche or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the AgentLender. A copy of the opinion of such accountants shall be delivered to the Lender and signed by such accountants. Such opinion shall be free of any exception, qualification exceptions or explanation qualifications not acceptable to the Agent (Lender in its reasonable discretion and in any event shall be free of any exception, exception or qualification or explanation relating to ability to continue as a which is of "going concern, " or like nature or which relates to a limited scope of examination or independence)examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited examined such consolidated financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (ii) in the opinion of such accountants such audited financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP. Such unaudited Notwithstanding the foregoing, the financial statements shall be certified by a Responsible Officer results of the Borrower as presenting fairly the consolidated NCO Portfolio Funding, Inc. on one hand and consolidating financial position of the Borrower Creditrust and its consolidated Subsidiaries as of on the end of such other hand shall not be required to be consolidated for the fiscal yearyear ending December 31, and the respective consolidated and consolidating results of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAP2000.

Annual Audit Reports. As soon as practicable, and in any event within 105 120 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with a copy for each Lender, audited Banks consolidated statements of income, retained earnings and cash flows and stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower year and its a consolidated Subsidiaries for such fiscal year, and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a setting forth in comparative basis in accordance form the corresponding figures for the preceding fiscal year, with GAAP. Such audited financial such consolidated statements shall and balance sheet to be accompanied certified by an opinion of Deloitte & Touche or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Agent. Such opinion The certificate or report of such accountants shall be free of any exception, qualification exceptions or explanation qualifications not acceptable to the Agent (Banks and shall in any event shall be free of any exception, qualification or explanation relating to ability to continue as a going concern, a limited scope of examination or independence). Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited examined such consolidated financial statements and balance sheet in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such audited financial consolidated statements and balance sheet present fairly the consolidated financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the consolidated results of their operations and their consolidated cash flows and stockholders' equity for such fiscal year, in conformity with GAAPgenerally accepted accounting principles. Such As soon as practicable, and in any event within 120 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent (in a sufficient number of copies for each Bank to receive one) unaudited financial consolidating statements shall be of income of the Borrower and its Subsidiaries and unaudited cash flows of each of the Borrower's operating Subsidiaries, in each case for such fiscal year, and an unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal year, and any notes to each, all in reasonable detail, and certified by a Responsible Officer the Treasurer of the Borrower as presenting fairly the consolidated and consolidating financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year, year and the respective consolidated and consolidating results of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAPgenerally accepted accounting principles applied in a manner consistent with that of the most recent audited financial statements furnished to the Banks or the Agent.

Annual Audit Reports. As soon as practicable, and in any event within 105 90 days after the close of each fiscal year of Genesis, Genesis, on behalf of the BorrowerBorrowers, the Borrower shall furnish to the Agent, with a copy for the Issuer and each Lender, audited consolidated statements of income, cash flows and changes in stockholders' equity of the Borrower Genesis and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower year and its consolidated Subsidiaries for such fiscal year, and an audited a consolidated balance sheet and unaudited consolidating balance sheet of the Borrower Genesis and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a setting forth in comparative basis in accordance with GAAPform the corresponding figures for the preceding fiscal year. Such audited financial statements shall be accompanied by an opinion of Deloitte & Touche KPMG Peat Marwick or other independent certified public accountants of recognized national standing selected by the Borrower Borrowers and reasonably satisfactory to the AgentRequired Lenders. Such opinion shall be free of any exception, exception or qualification or explanation not acceptable to the Agent (and in any event shall be free which is of any exception, qualification or explanation relating to ability to continue as a "going concern, " or like nature or which relates to a limited scope of examination or independence)examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited examined such consolidated financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (ii) in the opinion of such accountants such audited financial statements present fairly the financial position of the Borrower Genesis and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP. Concurrently with the delivery of the financial statements referred to above in this paragraph (a) Genesis, on behalf of the Borrowers, shall furnish to the Agent, with a copy for the Issuer and each Lender, (1) unaudited statements of income, cash flows and changes in stockholders' equity for each of (x) Genesis and the Restricted Subsidiaries on a consolidated basis and (y) the Unrestricted Entities on a consolidated basis, for such fiscal year and (2) a balance sheet of each of (x) Genesis and the Restricted Subsidiaries on a consolidated basis and (y) the Unrestricted Entities on a consolidated basis, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding year. Such unaudited financial statements shall be certified by a Responsible Officer of the Borrower Genesis as presenting fairly the consolidated and consolidating financial position of the Borrower and its consolidated Subsidiaries subject entities as of the end of such fiscal year, year and the respective consolidated and consolidating results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within 105 90 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with a copy for Administrative Agent and each Lender, audited of the Lenders consolidated statements of income, cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower year and its a consolidated Subsidiaries for such fiscal year, and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a setting forth in comparative basis form the corresponding figures for the preceding fiscal year, together with all management letters issued, or letters stating that no management letters are being issued, in accordance with GAAPconnection therewith. Such audited financial statements shall be accompanied by an opinion of Deloitte Xxxxx & Touche Young LLP or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Administrative Agent. A copy of the opinion of such accountants shall be delivered to the Administrative Agent and each of the Lenders and signed by such accountants. Such opinion shall be free of any exception, qualification exceptions or explanation qualifications not acceptable to the Administrative Agent (in its reasonable discretion and in any event shall be free of any exception, exception or qualification or explanation relating to ability to continue as a which is of "going concern, " or like nature or which relates to a limited scope of examination or independence)examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited examined such consolidated financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (ii) in the opinion of such accountants such audited financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP. Such unaudited For so long as NCPM is a consolidated Subsidiary of Borrower, such financial statements shall be certified accompanied by a Responsible Officer unaudited statements of the Borrower as presenting fairly the consolidated and consolidating financial position income of the Borrower and its consolidated Subsidiaries as separately showing consolidation of the end income statements of such fiscal year, NCPM and the respective consolidated and consolidating results of their operations and their cash flows and stockholders' equity for such fiscal year, Borrower in conformity with GAAP, duly completed and signed by the Chief Financial Officer of Borrower.

Annual Audit Reports. As soon as practicable, and in any event within 105 90 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with a copy for Administrative Agent and each Lender, audited of the Lenders consolidated statements of income, cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower year and its a consolidated Subsidiaries for such fiscal year, and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a setting forth in comparative basis form the corresponding figures for the preceding fiscal year, together with all management letters issued, or letters stating that no management letters are being issued, in accordance with GAAPconnection therewith. Such audited financial statements shall be accompanied by an opinion of Deloitte & Touche or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Administrative Agent. A copy of the opinion of such accountants shall be delivered to the Administrative Agent and each of the Lenders and signed by such accountants. Such opinion shall be free of any exception, qualification exceptions or explanation qualifications not acceptable to the Administrative Agent (in its reasonable discretion and in any event shall be free of any exception, exception or qualification or explanation relating to ability to continue as a which is of "going concern, " or like nature or which relates to a limited scope of examination or independence)examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited examined such consolidated financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary under the circumstances and (ii) in the opinion of such accountants such audited financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and stockholders' equity for such fiscal year, changes in conformity with GAAP. Such unaudited financial statements shall be certified by a Responsible Officer of the Borrower as presenting fairly the consolidated and consolidating financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year, and the respective consolidated and consolidating results of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within 105 120 days after the close of each fiscal year of the Borrower, the Borrower shall furnish to the Agent, with a copy for each Lender, audited consolidated statements of income, cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, an unaudited consolidating statement of income of the Borrower and its consolidated Subsidiaries for such fiscal year, year and an audited consolidated balance sheet and unaudited consolidating balance sheet of the Borrower and its consolidated Significant Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, prepared on a setting forth in comparative basis in accordance with GAAPform the corresponding figures for the preceding fiscal year. Such audited financial statements shall be accompanied by an opinion of Deloitte Arthxx Xxxexxxx & Touche Xo. or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the AgentBorrower. Such opinion shall be free of any exception, qualification or explanation not acceptable to the Agent (and in any event shall be free of any exception, qualification or explanation relating to ability to continue as a going concern, a limited scope of examination or independence). Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants audited such consolidated financial statements in accordance with generally accepted auditing standards and (ii) in the opinion of such accountants such audited financial statements present fairly the financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP. Such unaudited opinion shall be accompanied by a report of such accountants stating that in the regular course of such audit of the financial statements shall be certified by a Responsible Officer of the Borrower as presenting fairly the consolidated and consolidating financial position Borrower, such accountants obtained no knowledge of the Borrower and its consolidated Subsidiaries as occurrence of any Put Event, Default or Event of Default, or, if in the end opinion of such fiscal yearaccountants a Put Event, Default or Event of Default has occurred, stating the nature and the respective consolidated and consolidating results period of their operations and their cash flows and stockholders' equity for such fiscal year, in conformity with GAAP.existence thereof. 31