Common use of Annual Financial Statement Clause in Contracts

Annual Financial Statement. As soon as available and in any event within ninety (90) days after the end of each fiscal year, consolidated financial statements of TGI and its Subsidiaries consisting of consolidated balance sheets as of the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating the nature thereof and confirming the Borrowers’ calculations with respect to the certificate to be delivered pursuant to Section 7.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 if within ninety (90) days after the end of its fiscal year, TGI delivers to the Administrative Agent and files with the Securities and Exchange Commission a copy of TGI’s annual report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice stating that such document is being delivered pursuant to this Section 7.3.2) and the financial statements and certification of public accountants contained therein meets the requirements described in this Section.

Annual Financial Statement. As soon as available and in any event Furnish to the Agent within ninety (90) 90 days after the end of each fiscal year of the Borrower a copy for each Lender of a balance sheet of the Borrower as of the close of such fiscal year and related statements of income, retained earnings and cash flows for such year, consolidated setting forth in each case in comparative form corresponding figures from the preceding annual audit, prepared in accordance with GAAP applied on a consistent basis, audited by a nationally recognized firm of independent certified public accountants selected by the Borrower, and accompanied by an unqualified opinion thereon by such accountants to the effect that such financial statements present fairly, in all material respects, the financial position of TGI the Borrower and its all Consolidated Subsidiaries consisting of consolidated balance sheets as of the end of such fiscal year, and related consolidated statements the results of income, stockholders’ equity their operations and their cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding such fiscal year, in accordance with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed in connection with the preparation of such consolidated financial statementsGAAP, and that such audit was conducted in accordance with generally accepted auditing standardspractices. Each such annual statement shall be accompanied by a written statement from the accountants stating whether or not the Borrower is in compliance with the financial covenants contained in Sections 7.9 and 7.10 hereof and certifying that in making the examination necessary for their certification of such financial statement, they are not aware of the existence obtained no knowledge of any condition Default or event which constitutes an Event of Default or Potential Default or, if such accountants shall have obtained knowledge of any Default or Event of Default, they are aware shall disclose in such statement the Default or Event of Default. Each such condition annual statement shall be accompanied by a certificate of an authorized financial officer of the Borrower containing the calculations demonstrating the Borrower's compliance or event, stating noncompliance with the nature thereof financial covenants contained in Sections 7.9 and confirming the Borrowers’ calculations with respect 7.10 hereof. The Borrower will furnish to the certificate to be delivered pursuant to Section 7.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 if Agent within ninety (90) 90 days after the end of its each fiscal year, TGI delivers to year of the Administrative Agent and files with the Securities and Exchange Commission Borrower a copy for each Lender of TGI’s annual report a statement of income, including statements of revenues and Form 10-K as filed with expenses for each of the Securities Borrower's business segments and Exchange Commission (together with a notice stating that corporate charges. All such document is being delivered pursuant to this Section 7.3.2) financial statements, and the financial statements referred to in Section 7.2 hereof, except as provided herein, shall be furnished in consolidated form for the Borrower and certification of public accountants contained therein meets all Consolidated Subsidiaries which it may at the requirements described in this Sectiontime have.

Annual Financial Statement. As soon as available available, and in any event within ninety (90) 120 days after the end of each fiscal yearFiscal Year, (i) the consolidated financial statements of TGI and its Subsidiaries consisting of consolidated consolidating balance sheets of the Servicer Consolidated Group as of at the end of such fiscal year, Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of the Servicer Consolidated Group, as the case may be, for the fiscal year then endedsuch Fiscal Year, all in reasonable detail and setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto (such financial statements as shall also include (x) a detailed summary of any audit adjustments; (y) a reconciliation of any material audit adjustments or reclassifications to the end previously provided monthly or quarterly financials; and (z) restated monthly or quarterly financials for any periods that are required to be restated pursuant to GAAP); and (ii) with respect to such consolidated financial statements a report thereon of and for the preceding fiscal year, with the consolidated statements being certified by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized national standing selected by the Servicer, and reasonably satisfactory to the Administrative Agent. The certificate or Agent (which report of accountants shall be free unqualified as to going concern and scope of qualifications (other than any consistency qualification audit, and shall state that may result from a change in the method used to prepare the such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Servicer Consolidated Group, as to which the case may be, as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and statements has been made in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating the nature thereof and confirming the Borrowers’ calculations with respect to the certificate to be delivered pursuant to Section 7.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 if within ninety (90) days after the end of its fiscal year, TGI delivers to the Administrative Agent and files with the Securities and Exchange Commission a copy of TGI’s annual report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice written statement by such independent certified public accountants stating that in the course of their audit, nothing has come to their attention that caused them to believe that the Servicer has failed to comply with the terms, covenants, provisions or conditions of Section 6.5 of the Credit Agreement or Section 4.01 of this Agreement, in each case insofar as they relate to financial and accounting matters, and if any such document is being delivered pursuant failure has come to this Section 7.3.2) their attention, specifying the nature and the financial statements and certification period of public accountants contained therein meets the requirements described in this Section.existence thereof;

Annual Financial Statement. As soon as available and but, in any event event, within ninety one hundred twenty (90120) days after the close of each Fiscal Year, two copies of the following, all prepared in accordance with generally accepted accounting principles as in effect in the Republic from time to time and otherwise in form satisfactory to Eximbank: (i) statements of financial condition of the Borrower as at the end of each fiscal yearsuch Fiscal Year with the related statements of income and retained earnings and statements of changes in financial position for such Fiscal Year, setting forth comparative figures for the preceding Fiscal Year and certified by the Auditors, together with (if applicable) consolidated statements and all adjustments thereto (all such statements being in agreement with the Borrower's books of account and prepared in accordance with Republic generally accepted accounting principles consistently applied), (ii) a report of the Auditors (x) stating that in the course of its regular audit of the financial statements of TGI the Borrower, which audit was conducted in accordance with Republic generally accepted auditing standards, the Auditors obtained no knowledge of any Incipient Default Event or Default Event which has occurred and its Subsidiaries consisting is continuing or, in the opinion of consolidated balance sheets the Auditors such an Incipient Default Event or Default Event has occurred and is continuing, a statement as to the nature thereof and (y) certifying that, based on said financial statements, the Borrower was in compliance with the financial covenant contained in Section 8.18 as of the end of the relevant Fiscal Year and, during the last fiscal quarter of such fiscal yearFiscal Year, did not receive any distributions or make any payments of principal of or interest on any Subordinated Secured Obligations or Affiliated Reimbursement Obligations in violation of such covenant or of the Debt Reserve Annual Coverage Ratios set forth in priorities SIXTH, SEVENTH, EIGHTH or NINTH, as the case may be, of Section 3.02(d)(ii) of the Disbursement Agreement or, as the case may be, detailing any non-compliance therewith and related consolidated (iii) a certificate of the chief financial officer of the Borrower setting forth comparative figures for such statements of income, stockholders’ equity financial condition and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the pro forma financial statements as of the end of and for the preceding fiscal year, with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory projections submitted to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed Eximbank in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating the nature thereof and confirming the Borrowers’ calculations with respect to the certificate to be delivered pursuant to Section 7.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 if within ninety (90) days after the end of its fiscal year, TGI delivers to the Administrative Agent and files with the Securities and Exchange Commission a copy of TGI’s annual report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice stating that such document is being delivered pursuant to this Section 7.3.2) and the financial statements and certification of public accountants contained therein meets the requirements described in this SectionBorrower's application for credit approval.

Annual Financial Statement. As soon as available and in any event within ninety (90) days after the end of each fiscal year, consolidated financial statements of TGI and its Subsidiaries consisting of consolidated balance sheets as of the end of such fiscal year, and related consolidated statements of income, stockholders’ ' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating the nature thereof and confirming the Borrowers’ ' calculations with respect to the certificate to be delivered pursuant to Section 7.3.3 8.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 8.3.2 if within ninety (90) days after the end of its fiscal year, TGI delivers to the Administrative Agent and files with the Securities and Exchange Commission a copy of TGI’s 's annual report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice stating that such document is being delivered pursuant to this Section 7.3.28.3.2) and the financial statements and certification of public accountants contained therein meets the requirements described in this Section.

Annual Financial Statement. As soon as available and in any event Furnish to the Agent within ninety (90) 90 days after the end of each fiscal year of the Borrower a copy for each Lender (which copies the Agent shall promptly distribute to the Lenders) of a balance sheet of the Borrower as of the close of such fiscal year and related statements of income, retained earnings and cash flows for such year, consolidated setting forth in each case in comparative form corresponding figures from the preceding annual audit, prepared in accordance with GAAP, audited by a nationally recognized firm of independent certified public accountants selected by the Borrower, and accompanied by an opinion unqualified with respect to “going concern” thereon by such accountants to the effect that such financial statements present fairly, in all material respects, the financial position of TGI the Borrower and its all Consolidated Subsidiaries consisting of consolidated balance sheets as of the end of such fiscal year, and related consolidated statements the results of income, stockholders’ equity their operations and their cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding such fiscal year, in accordance with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed in connection with the preparation of such consolidated financial statementsGAAP, and that such audit was conducted in accordance with generally accepted auditing standards, they are not aware practices. Each such annual statement shall be accompanied by a certificate of an authorized financial officer of the existence of any condition Borrower containing the calculations demonstrating the Borrower’s compliance or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating noncompliance with the nature thereof and confirming the Borrowers’ calculations with respect financial covenants contained in Section 7.9 hereof. The Borrower will furnish to the certificate to be delivered pursuant to Section 7.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 if Agent within ninety (90) 90 days after the end of its each fiscal year, TGI delivers year of the Borrower a copy for each Lender (which copies the Agent shall promptly distribute to the Administrative Agent Lenders) of a statement of income, including statements of revenues and files with expenses for each of the Securities Borrower’s business segments and Exchange Commission a copy of TGI’s annual report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice stating that corporate charges. All such document is being delivered pursuant to this Section 7.3.2) financial statements, and the financial statements referred to in Section 7.2 hereof, except as provided herein, shall be furnished in consolidated form for the Borrower and certification of public accountants contained therein meets all Consolidated Subsidiaries which it may at the requirements described in this Sectiontime have.

Annual Financial Statement. As soon as available and in any event within ninety Franchisee shall submit to the District annual financial statements prepared at Franchisee’s expense by an independent Certified Public Accountant (90CPA) not later than 180 days after following the end expiration of each the Franchisee’s fiscal year. At the time a rate application request is submitted to District, consolidated the financial statements of TGI and its Subsidiaries consisting of consolidated balance sheets as of forms contained in the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form rate application must be reconciled to the financial statements as to provide assurance that all of the end of and for the preceding fiscal year, with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agentcompany’s activities are accounted for. The certificate or annual report shall separate out information with respect to revenues and expenses in relation to performance of accountants this Agreement, including detailed information concerning overhead claimed by Franchisee. Operations by Franchisee concerning activities not related to performance of this Agreement shall be free maintained in a separate portion of qualifications (the annual financial statement. District shall have the right to inspect or review the payroll tax reports, specific documents or records required expressly or by inference pursuant to this Agreement, or any other than any consistency qualification similar records or reports of Franchisee that may result from District shall deem, in its sole discretion, necessary to evaluate annual reports, compensation applications provided for in this Agreement and Franchisee’s performance provided for in this Agreement. The District retains the right to have an independent third party or agent of the District’s choosing, such as a change CPA, participate in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter records inspection. The cost of such accountants (to inspection or review will be borne by the extent allowable under District unless the policies of such accountants) substantially to the effect thatDistrict determines that there are material errors, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and omissions or irregularities in accordance with generally accepted auditing standards, they are not aware Section 13.8 in which case the Franchisee shall pay all cost of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating the nature thereof and confirming the Borrowers’ calculations with respect independent third party review. The Franchisee shall provide to the certificate to be delivered pursuant to Section 7.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 if within ninety (90) days after the end of its fiscal year, TGI delivers to the Administrative Agent and files with the Securities and Exchange Commission District a copy of TGIChicago Grade Landfill’s annual report and Form 10-K or the City of Paso Xxxxxx Landfill request for an increase in tipping fees, as filed with the Securities and Exchange Commission (together with soon as Franchisee becomes aware that a notice stating that such document tipping fee increase is being delivered pursuant contemplated or has been approved whichever occur first, and shall provide any information at its disposal to this Section 7.3.2the District concerning any prospective increases in any fees charged to Franchisee by any disposal facility utilized by Franchisee. Additionally, Franchisee shall notify the District of the action taken by the San Xxxx Obispo County Board of Supervisors or the City of Paso Xxxxxx regarding said request within five (5) and the financial statements and certification days of public accountants contained therein meets the requirements described in this Sectionnotification by agencies to Franchisee of said action.

Annual Financial Statement. As soon as available and in any event within ninety (90) days after the end of each fiscal year, consolidated financial statements of TGI and its Subsidiaries consisting of consolidated balance sheets as of the end of such fiscal year, and related consolidated statements of income, stockholders’ ' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating the nature thereof and confirming the Borrowers’ ' calculations with respect to the certificate to be delivered pursuant to Section 7.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 if within ninety (90) days after the end of its fiscal year, TGI delivers to the Administrative Agent and files with the Securities and Exchange Commission a copy of TGI’s 's annual report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice stating that such document is being delivered pursuant to this Section 7.3.2) and the financial statements and certification of public accountants contained therein meets the requirements described in this Section.

Annual Financial Statement. As soon as available and in any event within ninety (90) days after the end of each fiscal year, consolidated financial statements of TGI and its Subsidiaries consisting of consolidated balance sheets as of the end of such fiscal year, and related consolidated statements of income, stockholders’ ' equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the 109 preceding fiscal year, with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating the nature thereof and confirming the Borrowers’ ' calculations with respect to the certificate to be delivered pursuant to Section 7.3.3 8.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 8.3.2 if within ninety (90) days after the end of its fiscal year, TGI delivers to the Administrative Agent and files with the Securities and Exchange Commission a copy of TGI’s 's annual report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice stating that such document is being delivered pursuant to this Section 7.3.28.3.2) and the financial statements and certification of public accountants contained therein meets the requirements described in this Section.

Annual Financial Statement. As soon as available and in any event within ninety (90) days after the end of each fiscal year, consolidated financial statements of TGI and its Subsidiaries consisting of consolidated balance sheets as of the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating the nature thereof and confirming the Borrowers’ calculations with respect to the certificate to be delivered pursuant to Section 7.3.3 with respect to such financial statements. The Borrowers will be deemed to have complied with the delivery requirements of this Section 7.3.2 if within ninety (90) days after the end of its fiscal year, TGI delivers to the Administrative Agent and files with each of the Securities and Exchange Commission Banks a copy of TGI’s annual report Annual Report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice stating that such document is being delivered pursuant to this Section 7.3.2) SEC and the financial statements and certification of public accountants contained therein meets the requirements described in this Section.

Annual Financial Statement. As soon as available and in any event within ninety (90) days after the end of each fiscal year, consolidated financial statements of TGI the Borrower and its Subsidiaries consisting of consolidated balance sheets as of the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, with the consolidated statements being certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrowers Borrower under any of the Loan Documents, together with a letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI the Borrower and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or event, stating the nature thereof and confirming the Borrowers’ Borrower’s calculations with respect to the certificate to be delivered pursuant to Section 7.3.3 5.3.3 with respect to such financial statements. The Borrowers Borrower will be deemed to have complied with the delivery requirements of this Section 7.3.2 5.3.2 if within ninety (90) days after the end of its fiscal year, TGI the Borrower delivers to the Administrative Agent and files with the Securities and Exchange Commission a copy of TGIthe Borrower’s annual report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice stating that such document is being delivered pursuant to this Section 7.3.25.3.2) and the financial statements and certification of public accountants contained therein meets the requirements described in this Section.