Common use of Annual Financial Statements Clause in Contracts

Annual Financial Statements. Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. Within 90 As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, commencing with Year (other than in respect of the Fiscal Year ending December 31, 20112020, in which case no later than September 30, 2021), (i) the consolidated and consolidating balance sheets of Borrower Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, stockholdersconsolidating) statements of income, Shareholders’ equity Equity and cash flows of Borrower Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect theretothereto and any other operating reports prepared by management for such period; and (ii) with respect to such consolidated financial statements a report thereon by of an independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerParent, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of auditAgent, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower Parent and its Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement the Loan Documents and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, thereof (such report shall also include (x) a detailed summary of any audit adjustments; (y) a reconciliation of any audit adjustments or reclassifications to the previously provided monthly or quarterly financials; and (3z) that nothing has come to their attention that causes them to believe that the information contained in restated monthly or quarterly financials for any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance impacted periods); provided that, Parent’s filing of a Yearly Report on Form 10-K with the terms hereof (SEC shall be deemed to satisfy the requirements of this Section 6.01(c) on the date on which statement may be limited to such report is first available via the extent required by accounting rules SEC’s E▇▇▇▇ system or guidelines);a successor system related thereto.

Annual Financial Statements. Within 90 Not later than ninety-five (95) days after the end of each Fiscal YearYear of Company, commencing with a copy of the Fiscal Year ending December 31, 2011, (i) the audited consolidated balance sheets sheet of Borrower Company and its consolidated Subsidiaries as at the end of such Fiscal Year year and the related audited consolidated statements of income, stockholders’ equity earnings and of cash flows of Borrower and its Subsidiaries for such Fiscal Yearyear, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which year. All such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified complete and correct in all material respects, shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by the accountants preparing such statements or the Chief Financial Officer, as the case may be, and disclosed therein) and, in the case of the consolidated financial statements referred to in this Section 7.1(b), shall be accompanied by a report thereon of independent certified public accountants of recognized national standing, which report shall contain no qualifications with respect to the continuance of Company and its Subsidiaries as going concern and scope of audit, concerns and shall state that such consolidated financial statements present fairly present, in all material respects, respects the consolidated financial position of Borrower Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows flow for the periods indicated in conformity with GAAP applied GAAP. Notwithstanding anything herein to the contrary, information required to be delivered pursuant to this Section 7.1 and Sections 7.2(b), and 7.2(c) below shall be deemed to have been delivered on a basis consistent with prior years the date on which (except as otherwise disclosed in i) such financial statementsinformation is actually available for review by the Lenders and either (A) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsposted by Company on Company’s website at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇ or at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or (B) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, been posted on Company’s behalf on Intralinks/Syndtrak or any condition other internet or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention andintranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent). At the request of Administrative Agent or any Lender, Company will provide by electronic mail electronic versions (i.e., soft copies) to Administrative Agent of all documents containing such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);information.

Annual Financial Statements. Within 90 days As soon as available, and in any event within the earlier of (i) the 100th day after the end of each Fiscal Year, commencing fiscal year of the Borrower and (ii) the day that is ten (10) Business Days after the date the Borrower’s annual report on Form 10-K is required to be filed with the Fiscal Year ending December 31SEC, 2011, (i) the consolidated balance sheets as of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related fiscal year, a consolidated statements balance sheet, consolidated statement of income, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablepreceding fiscal year, all such financial information described above to be in reasonable detailform and detail and prepared in accordance with GAAP, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements to be audited and accompanied by (i) a report thereon by an independent certified public accountant (and opinion of Ernst & Young LLP or accountants) another Registered Public Accounting Firm of nationally recognized national standing selected by Borrowerreasonably acceptable to the Required Lenders, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements and opinion shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standardsstandards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of any material misstatement and (ii) together an opinion of such Registered Public Accounting Firm independently assessing the Borrower’s internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard ▇▇. ▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ expressing a written conclusion that contains no statement by that there is a material weakness in such independent certified public accountants stating internal controls, except for such material weaknesses that have been (1x) disclosed to the Administrative Agent (it being understood that their audit examination has included the Borrower’s filing with the SEC of a review notice of such material weakness shall be deemed disclosure to the terms of Section 6.7 of this Agreement and Administrative Agent), who in turn discloses such material weaknesses to the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofLenders, and (3y) that nothing has come to their attention that causes them to believe that remedied or otherwise diligently addressed (or in the information contained in any Compliance Certificate is not correct or that process of being diligently addressed) by the matters set forth in such Compliance Certificate are not stated Borrower in accordance with recommendations made by the terms hereof (which statement may be limited to Borrower’s external auditors in consultation with the extent required by accounting rules or guidelines);Borrower.

Annual Financial Statements. Within 90 days 100 days, after the end close of each Fiscal Year, commencing with fiscal year of the Fiscal Year ending December 31, 2011Lead Borrower, (i) the consolidated balance sheets sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ equity income and retained earnings and statement of cash flows of Borrower and its Subsidiaries for such Fiscal Year, fiscal year setting forth in each case in (commencing with the Lead Borrower’s fiscal year ending December 31, 2015) comparative form the corresponding figures for the previous Fiscal Year commencing with preceding fiscal year and certified, in the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such case of consolidated financial statements a report thereon statements, by an Ernst & Young LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, together with an opinion of such accounting firm (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) which demonstrates that (I) in the course of its regular audit of the financial statements of the Lead Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge of any Default or Event of Default relating to financial or accounting matters which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that II) such consolidated financial statements fairly present, present in all material respects, respects in accordance with U.S. GAAP the consolidated financial position condition of Borrower the Lead Borrowers and its Subsidiaries as at of the dates date indicated and the results of their operations and changes in 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofindicated, and (3ii) that nothing management’s discussion and analysis of the important operational and financial developments during such fiscal year. If the Lead Borrower or Holdings has come to their attention that causes them to believe that filed (within the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance time period required above) a Form 10-K with the terms hereof (which statement may be limited SEC for any fiscal year described above, then to the extent that such annual report on Form 10-K contains any of the foregoing items, the Lenders shall accept such Form 10-K in lieu of such items. In addition, notwithstanding the foregoing, the financial statements, information and other information and documents required to be provided as described in Section 9.01(a), (b) and (e), may be those of Holdings; provided that, if the financial information so furnished relates to Holdings, the same is accompanied by accounting rules or guidelines);a reasonably detailed description of the quantitative differences between the information relating to Holdings, on the one hand, and the information relating to the Lead Borrower and its Restricted Subsidiaries on a stand-alone basis, on the other hand.

Annual Financial Statements. Within 90 two (2) Business Days after the date on which the Holdings files or is required to file its Form 10-K under the Exchange Act (but without giving effect to any extension pursuant to Rule 12b-25 under the Exchange Act (or any successor rule) or otherwise) (or, if Holdings is not required to file a Form 10-K under the Exchange Act, within one hundred (100) days after the end of each Fiscal Year, Year (commencing with the Fiscal Year ending December 31, 20112007)), (i) the consolidated and consolidating balance sheets of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, stockholders’ consolidating) statements of income, stockholder’s equity and cash flows of Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all prepared in accordance with GAAP and in reasonable detaildetail and certified by the chief financial officer, together with a Financial Officer Certification senior vice president-finance, treasurer or controller of Company or Holdings that they fairly present, in all material respects, the consolidated financial condition of Holdings and a Narrative Report with respect thereto; its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, and (ii) a narrative report describing the financial condition and results of operations of Holdings and its Subsidiaries in form and substance reasonably satisfactory to Administrative Agent; (iii) with respect to such consolidated financial statements a report thereon by an of independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerHoldings, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement the Credit Documents, and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 6.8 or otherwise with respect to accounting matters has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. Within 90 As soon as available and in any event within five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (but in any event on or before the date that is ninety (90) days after the end of each Fiscal Yearsuch fiscal year), commencing with the Fiscal Year ending December 31, 2011, (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such Fiscal Year fiscal year, and the related consolidated statements of incomeoperations, stockholdersshareholders’ equity and cash flows (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements (for the avoidance of doubt, the Borrower shall be deemed to have satisfied the reconciliation requirement if the financial statements provide in one or more footnotes the financial information for the Unrestricted Subsidiaries, the Restricted Subsidiaries and the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, on a consolidated basis)) all in reasonable detaildetail and prepared in accordance with GAAP, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) and, except with respect to such consolidated financial statements a report thereon reconciliation, certified by an independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements whose opinion shall not be unqualified as to going concern and materially qualified with a scope of auditaudit or “going concern” explanatory paragraph or like qualification or exception (other than an emphasis of matter paragraph) (other than with respect to, and shall state that such consolidated financial statements fairly presentor resulting from, (x) the occurrence of an upcoming maturity date of any Indebtedness or (y) any prospective or actual default in all material respectsthe Financial Performance Covenants). Notwithstanding the foregoing, the consolidated obligations in this Section 9.1(a) may be satisfied with respect to financial position information of the Borrower and its consolidated Subsidiaries as at by furnishing the dates indicated and Borrower’s Form 10-K filed with 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 SEC; provided that if such financial information required to be provided under the first sentence of this Section 9.1(a) is included in the notes to the financial statements) and that the examination by , such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement are accompanied by such an opinion of independent certified public accountants stating whose opinion shall not be materially qualified with a scope of audit or “going concern” explanatory paragraph or like qualification or exception (1other than an emphasis of matter paragraph) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions(other than with respect to, or resulting from, (2x) whether, the occurrence of an upcoming maturity date of any Indebtedness or (y) any prospective or actual default in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelinesFinancial Performance Covenants);.

Annual Financial Statements. Within 90 By no later than the date that is one hundred twenty (120) consecutive calendar days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, : (iA) the audited consolidated and consolidating balance sheets sheet of Borrower the Credit Parties and its Subsidiaries (including Regulated Subsidiaries) as at of the end of such Fiscal Year and together with the related audited consolidated and consolidating statements of income, stockholders’ equity income or operations and cash flows of Borrower the Credit Parties and its Subsidiaries (including Regulated Subsidiaries) for such Fiscal Year, and (B) solely to the extent that the financial results and operations of any Qualifying Reciprocal Entities are not included or otherwise accounted for on a non-controlling interest basis in any such consolidated and/or consolidating financial statements, the unaudited combined and combining balance sheet of such Qualifying Reciprocal Entities as of the end of such Fiscal Year together with the related unaudited combined and combining statements of income or operations and cash flows of such Qualifying Reciprocal Entities for such Fiscal Year, in each case of the foregoing clauses (b)(i)(A) and (b)(i)(B), setting forth forth, in each case in comparative form form, the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableYear, all in reasonable detaildetail and consistent, in all material respects, with the manner of presentation as of the Closing Date, together with a Financial Officer Certification and a Narrative Report with respect thereto; and and (ii) with respect to such audited consolidated financial statements of the Credit Parties and Subsidiaries (including Regulated Subsidiaries), a report thereon by an of PricewaterhouseCoopers LLP or other independent certified public accountant (or accountants) of recognized national standing accountants selected by Borrower, the Borrower and reasonably satisfactory acceptable to the Administrative Agent (it being understood and agreed that any of the other “Big Four” accounting firms, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, RSM US LLP and BDO USA LLP are each acceptable to the Administrative Agent), which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, audit (except to the extent any qualification results solely from a current maturity of any Indebtedness under this Agreement) and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower the Credit Parties and its Subsidiaries (including Regulated Subsidiaries) as at of the dates indicated indicated, and the results of their operations and their cash flows for the periods indicated indicated, all in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) ), and further, that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)GAAP;

Annual Financial Statements. Within 90 As soon as available and in any event on or before the date that is 120 days after the end of each Fiscal Yearfiscal year (or, commencing with in the Fiscal Year ending case of the fiscal year ended December 31, 20112017, (i) the date that is 150 days after the end of such fiscal year), the consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries and, if different, the Borrower and its Restricted Subsidiaries, in each case as at the end of such Fiscal Year fiscal year, and the related consolidated statements statement of income, stockholders’ equity income and cash flows for such fiscal year, setting forth for each fiscal year (other than the fiscal year ended December 31, 2017 (with respect to which, for the avoidance of doubt, no comparative consolidated figures or reconciliations will be required)) comparative consolidated figures for the preceding fiscal year (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and its Subsidiaries for such Fiscal Yearconsolidated Subsidiaries, setting forth in each case in comparative form on the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableother hand), all in reasonable detail, together with a Financial Officer Certification detail and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, prepared 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 their cash flows for the periods indicated respects in conformity accordance with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination and, except with respect to any such reconciliation, reported on by independent registered public accountants of recognized national standing with an unmodified report by such independent registered public accountants without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any similar statement under any amended or successor rule as may be adopted by the Auditing Standards Board from time to time) (other than solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness), and, for the avoidance of doubt, without modification as to the scope of audit, together in connection any event with a certificate of such accounting firm stating that in the course of its regular audit of the business of the Borrower and its consolidated financial statements has been made Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards) together with a written statement by , such independent certified public accountants stating (1) accounting firm has obtained no knowledge of any Event of Default relating to the Financial Performance Covenant that their audit examination has included a review occurred and is continuing or, if in the opinion of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or such accounting firm such an Event of Default under Section 6.7 has come occurred and is continuing, a statement as to their attention and, if such a condition or event has come to their attention, specifying the nature thereof. Notwithstanding the foregoing, the obligations in this Section 9.1(a) may be satisfied with respect to financial information of the Borrower and period its consolidated Subsidiaries by furnishing (A) the applicable financial statements of existence Holdings (or any Parent Entity of Holdings), (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), and as applicable, Form 10-K filed with the SEC or (3C) that nothing has come following an election by the Borrower pursuant to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that definition of “GAAP”, the matters set forth in such Compliance Certificate are not stated applicable financial statements shall be determined in accordance with the terms hereof IFRS; provided that, with respect to each of clauses (which statement may be limited A) and (B), (i) to the extent such information relates to Holdings (or such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials shall be reported on by an independent registered public accounting rules firm of recognized national standing, with an unmodified report by such independent registered public accountants without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or guidelinesany similar statement under any amended or successor rule as may be adopted by the Auditing Standards Board from time to time) (other than solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness) (it being understood that there shall be no obligation to audit any such consolidating information);, and, for the avoidance of doubt, without modification as to the scope of audit.

Annual Financial Statements. Within 90 120 days after the end of each Fiscal YearYear (or, with respect to the first Fiscal Year ending following the Effective Date, 150 days), commencing with the Fiscal Year ending December 31, 2011in which the Effective Date occurs, (i) the consolidated balance sheets of the Borrower and its Subsidiaries subsidiaries as at the end of such Fiscal Year (including any adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) which may be in footnote form only) from the consolidated financial statements) and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of PricewaterhouseCoopers or other independent certified public accountant (or accountants) accountants of recognized national standing selected by the Borrower, and other accounting firm reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern (except to the extent that such a “going concern” qualification relates to (x) an upcoming maturity date under any Indebtedness, (y) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period and (z) the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries) and scope of audit, and shall state that such consolidated ▇▇▇▇▇▇▇ dated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. Within 90 As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, commencing with Year (other than in respect of the Fiscal Year ending December 31, 20112020, in which case no later than September 30, 2021), (i) the consolidated and consolidating balance sheets of Borrower Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, stockholdersconsolidating) statements of income, Shareholders’ equity Equity and cash flows of Borrower Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect theretothereto and any other operating reports prepared by management for such period; and (ii) with respect to such consolidated financial statements a report thereon by of an independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerParent, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of auditAgent, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower Parent and its Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement the Loan Documents and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, thereof (such report shall also include (x) a detailed summary of any audit adjustments; (y) a reconciliation of any audit adjustments or reclassifications to the previously provided monthly or quarterly financials; and (3z) that nothing has come to their attention that causes them to believe that the information contained in restated monthly or quarterly financials for any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance impacted periods); provided that, Parent’s filing of a Yearly Report on Form 10-K with the terms hereof (SEC shall be deemed to satisfy the requirements of this Section 6.01(c) on the date on which statement may be limited to such report is first available via the extent required by accounting rules SEC’s ▇▇▇▇▇ system or guidelines);a successor system related thereto.

Annual Financial Statements. Within As soon as available and in any event within five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each Fiscal Yearsuch fiscal year), commencing with the Fiscal Year ending December 31, 2011, (i) the audited consolidated balance sheets of the Borrower and its the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such Fiscal Year fiscal year, and the related consolidated statements of incomeoperations, stockholdersshareholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the previous Fiscal Year commencing with preceding fiscal years (or applicable preceding four-quarter periods, in the first Fiscal Year event of any change in the Borrower’s financial reporting convention that results in a different fiscal year end) (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for which such corresponding figures are availablethe Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detaildetail and prepared in accordance with GAAP, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) and, except with respect to such consolidated financial statements a report thereon reconciliation, certified by an independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerwhose opinion shall not be materially qualified with a “going concern” or like qualification or exception (other than with respect to, and reasonably satisfactory or resulting from, (x) the occurrence of the Maturity Date within one year from the date such opinion is delivered or (y) any potential inability to Administrative Agent satisfy the Financial Performance Covenant on a future date or in a future period), together in any event with a certificate of such accounting firm stating that in the course of either (which report and/or i) its regular audit of the accompanying financial statements shall be unqualified as to going concern and scope business of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards) together with a written statement by , such independent certified public accountants stating (1) accounting firm has obtained no knowledge of any Event of Default relating to the Financial Performance Covenant that their audit examination has included a review occurred and is continuing or, if in the opinion of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or such accounting firm such an Event of Default under Section 6.7 has come occurred and is continuing, a statement as to their attention and, if such a condition or event has come to their attention, specifying the nature thereof. Notwithstanding the foregoing, the obligations in this Section 9.1(a) may be satisfied with respect to financial information of the Borrower and period its consolidated Subsidiaries by furnishing (A) the applicable financial statements of existence any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K filed with the SEC; provided that, with respect to each of clauses (A) and (3B), (i) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials are accompanied by an opinion of an independent registered public accounting rules firm of recognized national standing, which opinion shall not be materially qualified with a “going concern” or guidelineslike qualification or exception (other than with respect to, or resulting from, (x) the occurrence of the Maturity Date within one year from the date such opinion is delivered or (y) any potential inability to satisfy the Financial Performance Covenant on a future date or in a future period);.

Annual Financial Statements. Within As soon as available, and in any event within 90 days after the end of each Fiscal YearYear (or, during any time that Holdings or Borrower is subject to the periodic reporting requirements of the Exchange Act, such shorter period as the Securities and Exchange Commission shall specify for the filing of annual reports on Form 10-K), commencing with the Fiscal Year ending ended December 31, 20112007, (i) the consolidated balance sheets of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower Holdings and its Subsidiaries for such Fiscal YearYear in the form required to be prepared if such financial statements were included in a Form 10-K, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and, at any time Parent (x) fails to file its annual report on Form 10-K with the Securities and Exchange Commission, (y) ceases to be required to make filings with the Securities and Exchange Commission or (z) acquires any entity other than a Credit Party or a Subsidiary thereof, a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of KPMG LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerHoldings, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, definitions and (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. Within 90 As soon as available, but in any event within ninety (90) days after the end of each Fiscal Yearfiscal year of Borrower (or such earlier date on which Borrower is required to file a Form 10-K under the Exchange Act, commencing as applicable), beginning with the Fiscal Year fiscal year ending December 31, 20112019, (i) the a consolidated balance sheets sheet of Borrower and its Subsidiaries as at of the end of such Fiscal Year fiscal year, and the related consolidated statements of income, cash flows and stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all prepared in reasonable detailaccordance with Applicable Accounting Standards, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements to be audited and accompanied by (x) a report thereon by an and opinion of Borrower’s independent certified public accountant (or accountants) accounting firm of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements and opinion shall be unqualified prepared in accordance with Applicable Accounting Standards and shall not be subject to any qualification as to “going concern and concern” or scope of audit), and shall state stating that such consolidated financial statements fairly present, in all material respects, the consolidated financial position condition, results of operations and cash flows of Borrower and its Subsidiaries as at of the dates indicated and the results of their operations and their cash flows for the periods indicated specified in conformity accordance with GAAP applied on a basis consistent Applicable Accounting Standards, and (y) if and only if Borrower is required to comply with prior years (except the internal control provisions pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 requiring an attestation report of such independent certified public accounting firm, an attestation report of such independent certified public accounting firm as otherwise disclosed in to Borrower’s internal controls pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 attesting to management’s assessment that such financial statements) and internal controls meet the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided, however, that the examination by Borrower shall be deemed to have made such accountants in connection with delivery of such consolidated financial statements has if such consolidated financial statements shall have been made in accordance with generally accepted auditing standards) together with a written statement available within the time period specified above on the SEC’s ▇▇▇▇▇ system (or any successor system adopted by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelinesSEC);

Annual Financial Statements. Within As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Borrower Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of Ernst & Young LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerCompany, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement the Credit Documents and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. Within 90 Furnish Agent and Lenders within one hundred twenty (120) days after the end of each Fiscal Yearfiscal year of Borrowers, commencing with financial statements of Borrowers on a consolidated and consolidating basis (which consolidating financials shall include separate presentations of (1) GPMI and all of its Subsidiaries excluding the Fiscal Year ending December 31MLP and all of its Subsidiaries, 2011, and (i2) the MLP and all of its Subsidiaries) including, but not limited to, statements of income on a consolidated balance sheets and consolidating basis (which consolidating financials shall include separate presentations of Borrower (1) GPMI and all of its Subsidiaries excluding the MLP and all of its Subsidiaries, and (2) the MLP and all of its Subsidiaries) and stockholders’ equity (only on a consolidated basis) and cash flow on a consolidated and consolidating basis (which consolidating cashflow shall include separate presentations of: (1) GPMI and all of its Subsidiaries excluding the MLP and all of its Subsidiaries and (2) the MLP and all of its Subsidiaries) from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all prepared in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 their cash flows for the periods indicated in conformity accordance with GAAP applied on a basis consistent with prior years (except as otherwise disclosed practices, and in such financial statements) reasonable detail and that the examination reported upon without qualification by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such an independent certified public accountants stating accounting firm selected by Borrowers and satisfactory to Agent (1the “Accountants”). The Accountants will also prepare a statement in a separate report certifying that (i) that their audit examination has included a review of the terms of Section 6.7 of they have caused this Agreement and the related definitionsto be reviewed, (2ii) whether, in connection therewith, any condition or event that constitutes a Default or making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under Section 6.7 has come to their attention andthis Agreement or any related agreement or, if such a condition or event has come information came to their attention, specifying the nature any such Default or Event of Default, its nature, when it occurred and period of existence thereofwhether it is continuing, and (3) that nothing has come to their attention that causes them to believe that such report shall contain or have appended thereto calculations which set forth Borrowers’ compliance with the information contained in any requirements or restrictions imposed by Sections 6.5, 7.4, 7.5, 7.6, 7.7, 7.8 and 7.11 hereof. In addition, the report shall be accompanied by a Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required prepared by accounting rules or guidelines);Borrowers.

Annual Financial Statements. Within 90 As soon as practicable, and in any event no later than the earlier of (x) ten business (10) days after prior to the end of each Fiscal Year, commencing date on which Freescale is required to file a Form 10-K or other document containing its Annual Financial Statements (as defined below) with the Fiscal Year ending December 31SEC and (y) ten business (10) days prior to the date on which Motorola has notified Freescale that Motorola intends to file its Form 10-K or other document containing annual financial statements with the SEC, 2011, Freescale will deliver to Motorola (iA) drafts of the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated financial statements of income, stockholders’ equity the Freescale Group (and cash flows of Borrower and its Subsidiaries notes thereto) for such Fiscal Yearyear, setting forth in each case in comparative form the corresponding consolidated figures (and notes thereto) for the previous Fiscal Year commencing fiscal year and all in reasonable detail and prepared in accordance with Regulation S-X and GAAP and (B) a discussion and analysis by management of the first Fiscal Year Freescale Group’s financial condition and results of operations for which such corresponding figures are availableyear, including, without limitation, an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail, together detail and prepared in accordance with a Financial Officer Certification and a Narrative Report with respect thereto; Item 303(a) of Regulation S-K. The information set forth in (A) and (iiB) with respect above is referred to in this Agreement as the “Annual Financial Statements.” Freescale will deliver to Motorola all revisions to such consolidated drafts as soon as any such revisions are prepared or made. No later than the earlier of (x) five (5) Business Days prior to the date Freescale publicly files the Annual Financial Statements with the SEC or otherwise makes such Annual Financial Statements publicly available or (y) five (5) Business Days prior to the date on which Motorola has notified Freescale that Motorola intends to file the Motorola annual financial statements a report with the SEC, Freescale will deliver to Motorola the final form of the Freescale Annual Financial Statements and certifications thereof by the principal executive and financial officers of Freescale in substantially the forms required under SEC rules for periodic reports and in form and substance satisfactory to Motorola; provided, however, that Freescale may continue to revise such Annual Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Freescale to Motorola as soon as practicable, and in any event within eight (8) hours thereafter; provided, further, that Motorola and Freescale financial Representatives will actively consult with each other regarding any changes (whether or not substantive) which Freescale may consider making to its Annual Financial Statements and related disclosures during the three (3) Business Days immediately prior to any anticipated filing with the SEC, with particular focus on any changes which would have an effect upon Motorola’s financial statements or related disclosures. In addition to the foregoing, no Annual Financial Statement or any other document which refers, or contains information not previously publicly disclosed with respect, to the ownership of Freescale by Motorola, the separation of Freescale from Motorola or the Distribution will be filed with the SEC or otherwise made public by any Freescale Group member without the prior written consent of Motorola. In any event, Freescale will deliver to Motorola, no later than three (3) days prior to the date that on which Motorola has notified Freescale that Motorola intends to file the Motorola annual financial statements with the SEC, the final form of the Annual Financial Statements accompanied by an opinion thereon by an Freescale’s independent certified public accountant (or accountants) of recognized national standing selected by Borrower. Notwithstanding anything to the contrary in this Section 5.1(a)(v), and reasonably satisfactory to Administrative Agent (which report and/or Freescale will file its Annual Financial Statements with the accompanying SEC on the same date that Motorola files the Motorola annual financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent SEC unless otherwise required by accounting rules or guidelines);applicable law.

Annual Financial Statements. Within 90 ninety (90) days after the end of each Fiscal Yearfiscal year of Parent, commencing with the Fiscal Year ending December 31, 2011, (i) the a consolidated balance sheets sheet of Borrower Parent and its Subsidiaries as at the end of such Fiscal Year fiscal year, and the related consolidated statements of incomeincome or operations, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all in reasonable detaildetail and prepared in accordance with GAAP, together with a Financial Officer Certification audited and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements accompanied by a report thereon by an and opinion of PricewaterhouseCoopers LLP or any other independent certified registered public accountant (or accountants) accounting firm of nationally recognized national standing selected by Borrowerstanding, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements and opinion shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standardsstandards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any qualification that is expressly solely with respect to, or expressly resulting solely from, (i) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review an upcoming maturity date of the terms of Section 6.7 Credit Agreement; or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) (an “Accounting Opinion”). Notwithstanding the foregoing, the obligations in clauses (i) and (ii) of this Agreement Section 5.3(a) may be satisfied with respect to financial information of Parent and its Subsidiaries by furnishing Parent’s Annual Report on Form 10-K or Quarterly Reports on Form 10-Q filed with the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention SEC and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent not included in the relevant 10-K, a related Accounting Opinion. Documents required to be delivered pursuant to Section 5.3 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Parent (or any direct or indirect parent of Parent) posts such documents, or provides a link thereto, at the following website: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, to which each Group Agent and the Administrative Agent have access; or (ii) on which such documents are posted on Parent’s behalf on IntraLinks/IntraAgency or another relevant website (including without limitation the ▇▇▇▇▇ website of the SEC), if any, to which each Group Agent and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by accounting rules or guidelinesthe Administrative Agent);.

Annual Financial Statements. Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) Each Party shall provide or provide access to the consolidated balance sheets of Borrower other Party on a timely basis all Information reasonably required to meet such other Party’s schedule for the preparation, printing, filing, and its Subsidiaries as at the end public dissemination of such Fiscal Year and other Party’s annual financial statements for the related consolidated statements fiscal year ending December 31 of incomethe calendar year in which the Distribution occurs (and, stockholders’ equity and cash flows if the Distribution occurs in the first quarter of Borrower and its Subsidiaries for such Fiscal Yeara fiscal year, setting forth in each case in comparative form the corresponding figures also for the previous Fiscal Year commencing fiscal year) and for management’s assessment of the effectiveness of such Party’s disclosure controls and procedures and its internal controls over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act and, to the extent applicable to such Party, its auditor’s audit of its internal controls over financial reporting and management’s assessment thereof in accordance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, if required (such assessments and audit being referred to as the “Internal Control Audit and Management Assessments”) for the fiscal year ending December 31 of the calendar year in which the Distribution occurs (and, if the Distribution occurs in the first Fiscal Year quarter of a fiscal year, also for which such corresponding figures are availablethe previous fiscal year), all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) without limiting the generality of the foregoing clause (i), each Party shall provide all required financial and other Information with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower itself and its Subsidiaries as at to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the dates indicated and other Party’s auditors (each such other Party’s auditors, collectively, the results of their operations and their cash flows “Other Party’s Auditors”) with respect to Information to be included or contained in such other Party’s annual financial statements for the periods indicated fiscal year ending December 31 of the calendar year in conformity with GAAP applied on which the Distribution occurs (or, if the Distribution occurs in the first quarter of a basis consistent with prior years (except as otherwise disclosed in such financial statementsfiscal year, the previous fiscal year) and that to permit the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of Other Party’s Auditors and management to complete the terms of Section 6.7 of this Agreement Internal Control Audit and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention andManagement Assessments, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)required;

Annual Financial Statements. Within As soon as available and in any event on or before the date that is 90 days after the end of each Fiscal Yearfiscal year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries and, if different, the Borrower and its Restricted Subsidiaries, in each case as at the end of such Fiscal Year fiscal year, and the related consolidated statements statement of income, stockholders’ equity operations and cash flows for such fiscal year, setting forth for each fiscal year comparative consolidated figures for the preceding fiscal year (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and its Subsidiaries for such Fiscal Yearconsolidated Subsidiaries, setting forth in each case in comparative form on the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableother hand), all in reasonable detail, together with a Financial Officer Certification detail and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, prepared 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 their cash flows for the periods indicated respects in conformity accordance with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination and, except with respect to any such reconciliation, reported on by independent registered public accountants of recognized national standing with an unmodified report by such independent registered public accountants without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any similar statement under any amended or successor rule as may be adopted by the Auditing Standards Board from time to time) (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness, (2) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiaries or (3) any prospective breach of the Financial Performance Covenant (or in connection the case of any Term Loan Facility, any such breach)), and, for the avoidance of doubt, without modification as to the scope of audit, together in any event with a certificate of such accounting firm stating that in the course of its regular audit of the business of the Borrower and its consolidated financial statements has been made Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of any Event of Default relating to the Financial Performance Covenant that has occurred and is continuing or, if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof. Notwithstanding the foregoing, the obligations in this Section 9.1(a) together may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of ▇▇▇▇▇▇▇ Group, (B) the Borrower’s or ▇▇▇▇▇▇▇ Group’s, as applicable, Form 10-K filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements shall be determined in accordance with IFRS; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to ▇▇▇▇▇▇▇ Group, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to ▇▇▇▇▇▇▇ Group, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a written statement standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials shall be reported on by an independent registered public accounting firm of recognized national standing, with an unmodified report by such independent certified registered public accountants stating without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any similar statement under any amended or successor rule as may be adopted by the Auditing Standards Board from time to time) (other than (1) that their audit examination has included a review of solely with respect to, or expressly resulting solely from, an upcoming maturity date under the terms of Section 6.7 of this Agreement and the related definitionsdocumentation governing any Indebtedness, (2) whetherthe activities, in connection therewithoperations, financial results, assets or liabilities of any condition Unrestricted Subsidiaries or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) any prospective breach of the Financial Performance Covenant (or in the case of any Term Loan Facility, any such breach) (it being understood that nothing has come there shall be no obligation to their attention that causes them to believe that audit any such consolidating information), and, for the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited avoidance of doubt, without modification as to the extent required by accounting rules or guidelines);scope of audit.

Annual Financial Statements. Within 90 As soon as practicable and in any event within ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year, commencing with an audited Consolidated balance sheet of the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at of the end close of such Fiscal Year and the related consolidated audited Consolidated statements of incomeincome or operations, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, and a report containing management’s discussion and analysis of such financial statements for such Fiscal Year, including the notes thereto, all in reasonable detail setting forth in each case in comparative form the corresponding figures as of the end of and for the previous preceding Fiscal Year commencing and prepared in accordance with GAAP and, if applicable, containing disclosure of the first Fiscal Year for which such corresponding figures are available, all effect on the financial position or results of operations of any change in reasonable detail, together with a Financial Officer Certification the application of accounting principles and a Narrative Report with respect thereto; and (ii) with respect to such consolidated practices during the year. Such annual financial statements a report thereon shall be audited by an independent certified public accountant (or accountants) of recognized national standing selected by Borroweraccounting firm reasonably acceptable to the Administrative Agent, and reasonably satisfactory to Administrative Agent (which accompanied by a report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 opinion thereon by such certified public accountants in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) standards that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct subject to any “going concern” or that similar qualification or exception or any qualification as to the matters set forth in scope of such Compliance Certificate are audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not stated in accordance with GAAP. Delivery by the terms hereof Borrower to the Administrative Agent of the Borrower’s annual report to the SEC on Form 10-K with respect to any Fiscal Year, or the availability of such report on ▇▇▇▇▇ Online or the Borrower’s website on the Internet at the website address listed in Section 13.1 (which statement may be limited to the extent required such report complies with the requirements of this clause (b)), within the period specified above shall be deemed to be compliance by accounting rules or guidelinesthe Borrower with this Section 7.1(b);.

Annual Financial Statements. Within As soon as available and in any event within 90 days after the end close of each Fiscal Yearfiscal year of Holdings, commencing with the Fiscal Year ending December 31, 2011, (i) the audited consolidated balance sheets of Holdings, the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, of stockholders’ equity and of cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in setting forth comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablepreceding fiscal year, all in reasonable detail, together with a Financial Officer Certification detail and a Narrative Report with respect thereto; and (ii) accompanied by the opinion with respect to such consolidated financial statements a report thereon by an of independent certified public accountant (or accountants) accountants of recognized national standing selected by Holdings or the Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements opinion shall be unqualified (except any “going concern” qualification or exception as to going concern and scope a result of audit, the maturity of a Credit Facility within the next 12 months) and shall (i) state that such accountants audited such consolidated financial statements fairly presentin accordance with generally accepted auditing standards, that such accountants believe that such audit provides a reasonable basis for their opinion, and that in their opinion such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Holdings, the Borrower and its consolidated Subsidiaries as at the dates indicated end of such fiscal year and the consolidated results of their operations and their cash flows for the periods indicated such fiscal year in conformity with GAAP applied on a basis consistent with prior years generally accepted accounting principles, or (except ii) contain such statements as otherwise disclosed are customarily included in such financial statements) and that the examination by such unqualified reports of independent accountants in connection conformity with such consolidated financial statements has been made in accordance with generally accepted auditing standardsthe recommendations and requirements of the American Institute of Certified Public Accountants (or any successor organization) together with a written statement by all management letters of such independent certified public accountants stating (1) that their audit examination has included a review of addressed to the terms of Section 6.7 of this Agreement and Borrower or any other Credit Party; notwithstanding the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention andabove, if such Holdings or the Borrower seek and obtain a condition or event has come to their attention, specifying time extension for the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that date on which the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate annual financial statements are not stated in accordance due with the terms hereof (which statement may SEC, then the 90 days after the close of such fiscal year of Holdings shall be limited to automatically extended by the extent required same number of days as approved by accounting rules or guidelines);the SEC.

Annual Financial Statements. Within 90 As soon as available, but in any event within ten (10) days after of the end of each Fiscal Year, commencing date the Initial Borrower is required to file its Form 10-K with the Fiscal Year ending December 31SEC (without giving effect to any extension of such due date, 2011whether obtained by filing the notification permitted by Rule 12b-25 or any successor provision thereto or otherwise), (i) a copy of the consolidated and consolidating balance sheets sheet of the Initial Borrower and its Consolidated Subsidiaries (including Unrestricted Subsidiaries to the extent such Unrestricted Subsidiaries are consolidated with the Initial Borrower in accordance with GAAP) as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows and retained earnings of the Initial Borrower and its Consolidated Subsidiaries (including Unrestricted Subsidiaries to the extent such Unrestricted Subsidiaries are consolidated with the Initial Borrower in accordance with GAAP) for such Fiscal Yearyear, audited by a Big 4 Accounting Firm, setting forth in each case in comparative form the corresponding figures for the previous preceding Fiscal Year commencing with Year, reported on without a “going concern” or like qualification, exception or assumption, or qualification or assumption indicating that the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by audit was inadequate to permit such independent certified public accountants stating (1) that their audit examination has included a review to certify such financial statements without such qualification; provided, however, that, notwithstanding the foregoing, in no event shall such consolidating balance sheet or consolidating statements of income, cash flows and retained earnings be required to be delivered prior to March 31st of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)applicable calendar year;

Annual Financial Statements. Within 90 As soon as practicable, but in any event within ninety (90) days after the end of each Fiscal YearYear of the Borrower, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated and consolidating balance sheets of the Borrower and its Subsidiaries (except, as to consolidating balance sheets only, for inactive Subsidiaries) as at the end of such Fiscal Year year and the related consolidated (and, as to statements of income, stockholdersconsolidating except for inactive Subsidiaries) statements of income, partners’ equity capital and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding consolidated and, where applicable, consolidating figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; detail and (iiA) with respect to in the case of such consolidated financial statements statements, accompanied by a report thereon by an of PricewaterhouseCoopers LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by the Borrower, and reasonably satisfactory to Administrative Agent (which report and/or shall not be qualified with respect to scope limitations imposed by the accompanying financial statements shall be unqualified as Borrower or any of its Subsidiaries or with respect to going concern and scope accounting principles followed by the Borrower or any of audit, its Subsidiaries not in accordance with GAAP and shall state that such consolidated financial statements fairly presentpresent fairly, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP unless otherwise disclosed, applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) years, and that the examination audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of standards then in effect in the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofUnited States, and (3B) that nothing has come to their attention that causes them to believe that in the case of such consolidated and consolidating financial statements, certified by the principal financial officer of the General Partner as presenting fairly, in all material respects, the information contained therein (except, in any Compliance Certificate is not correct or that the matters set forth in case of such Compliance Certificate are not stated consolidating financial statements, for the absence of footnotes), in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);GAAP.

Annual Financial Statements. Within 90 two Business Days after the date on which Holdings files or is required to file its Form 10-K under the Exchange Act (but without giving effect to any extension pursuant to Rule 12b-25 under the Exchange Act (or any successor rule) or otherwise) (or, if Holdings is not required to file a Form 10-K under the Exchange Act, within 100 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 20112021, (i) the consolidated and consolidating balance sheets of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, stockholders’ consolidating) statements of income, stockholder’s equity and cash flows of Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableYear, all prepared in accordance with GAAP and in reasonable detaildetail and certified by the chief financial officer, together with a Financial Officer Certification senior vice president-finance, treasurer or controller of the Company or Holdings that they fairly present, in all material respects, the consolidated financial condition of Holdings and a Narrative Report with respect thereto; its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, and (ii) a narrative report describing the financial condition and results of operations of Holdings and its Subsidiaries in form and substance reasonably satisfactory to Administrative Agent; (iii) with respect to such consolidated financial statements a report thereon by an of independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerHoldings, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement the Loan Documents, and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 or otherwise with respect to accounting matters has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; provided, and (3that Holdings’ obligations under this Section 6.01(b) that nothing has come to their attention that causes them to believe that shall be deemed satisfied upon the information contained in any Compliance Certificate is not correct or that filing by Holdings of its Form 10-K under the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)Exchange Act;

Annual Financial Statements. Within 90 On or before the date that is 120 days (or, to the extent that the SEC has granted the ability to extend annual financial statement reporting deadline generally to all non-accelerated filers, and such extended deadline would be later, then such extended time period for delivery shall apply) after the end of each Fiscal Year, commencing fiscal year of the Borrower beginning with the Fiscal Year fiscal year ending December 31, 20112023, (i) the consolidated balance sheets sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year, and the related consolidated statements of incomeoperations, changes in stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in forth, comparative form the corresponding figures for the previous Fiscal Year commencing with preceding fiscal year (to the first Fiscal Year for which extent such corresponding figures are availablecomparative presentation is permitted under GAAP), all in reasonable detail, together detail and prepared in accordance with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, GAAP 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 their cash flows for the periods indicated and, in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination each case, certified by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating of recognized national standing or such other independent certified public accountants approved by the Administrative Agent in its reasonable judgment whose opinion shall not contain a going concern qualification or exception (1except to the extent such qualification or exception is solely a result of (i) that their audit examination has included a review the impending maturity of any Credit Facility or any other Indebtedness of the terms Borrower or any Subsidiary of Section 6.7 of this Agreement and the related definitionsBorrower, (2ii) whethera prospective or actual Default, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or other default or event has come of default resulting from a breach of Section 10.9 or any other financial maintenance covenant (or any anticipated inability to their attentionsatisfy Section 10.9 or any other financial covenant), specifying (iii) the nature activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries, (iv) changes in accounting principles or practices reflecting changes in GAAP and period required or approved by Holdings’ independent certified public accounting firm or (v) any emphasis of existence thereofmatter or like explanatory statement); provided that if at the end of any applicable fiscal year there are any Unrestricted Subsidiaries, the Borrower shall also furnish a reasonably detailed presentation, either on the face of the annual financial statements delivered pursuant to this clause (a) or in the footnotes thereto, of the financial condition and (3) that nothing has come to their attention that causes them to believe that results of operations of the information contained in any Compliance Certificate is not correct or that Borrower and the matters set forth in such Compliance Certificate are not stated in accordance with Restricted Subsidiaries separate from the terms hereof (which statement may be limited to financial condition and results of operations of the extent required by accounting rules or guidelines);Unrestricted Subsidiaries of the Borrower.

Annual Financial Statements. Within 90 days 3 Business Days following the 90th day after the end close of each Fiscal Year, commencing with Year of the Fiscal Year ending December 31, 2011Borrower, (i) (x) the consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, income and stockholders’ equity and of cash flows of Borrower and its Subsidiaries for such Fiscal Year, Year and setting forth in each case in comparative form the corresponding consolidated figures for the previous preceding Fiscal Year commencing with the first and comparable budgeted figures for such Fiscal Year as set forth in the respective financial projections delivered pursuant to Section 9.01(d), (y) the consolidated balance sheet of each Business Segment as at the end of such Fiscal Year and the related consolidated statements of income of each Business Segment for which such corresponding Fiscal Year and setting forth comparative consolidated figures are availablefor the preceding Fiscal Year and (z) the consolidated balance sheet of each of the U.S. ▇▇▇▇ Group and the Non-U.S. ▇▇▇▇ Group as at the end of such Fiscal Year and the related consolidated statements of income of each such group for such Fiscal Year and setting forth comparative consolidated figures for the preceding Fiscal Year, all (ii) in reasonable detailthe case of the financial statements referred to in subclause (i)(x) above (except for such comparable budgeted figures), together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to certification by Deloitte & Touche LLP or such consolidated financial statements a report thereon by an other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements as shall be unqualified as acceptable to going concern and scope of auditthe Administrative Agent, and shall state in each case to the effect that (I) such consolidated financial statements fairly present, present in all material respects, respects the consolidated financial position condition of the Borrower and its Consolidated Subsidiaries as at of the dates indicated and the results of their operations and their cash flows changes in financial position for the periods indicated in conformity with U.S. GAAP applied on a basis consistent with prior years and (except II) in the course of its regular audit of the business of the Borrower and its Consolidated Subsidiaries, which audit was conducted in accordance with U.S. GAAP (and made without qualification or expression of uncertainty, in each case as otherwise disclosed to going concern; provided, that in such financial statements) and that the examination by such accountants case of the report provided in connection with the Borrower’s fiscal year ended January 3, 2009, the opinion provided with such consolidated financial statements may contain a going concern qualification or expression of uncertainty so long as the Borrower delivers an unqualified opinion of Deloitte & Touche LLP with respect to such fiscal year no later than May 15, 2009), no Default or Event of Default which has been made in accordance with generally accepted auditing standards) together with a written statement by occurred and is continuing has come to their attention or, if such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying a statement as to the nature and period of existence thereof, and (3iii) management’s discussion and analysis of the important operational and financial developments during such Fiscal Year; provided, however, that nothing for any Fiscal Year for which the Borrower has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance filed a Form 10-K Report with the terms hereof SEC, the furnishing of (which I) the Borrower’s Form 10-K Report filed with the SEC for such Fiscal Year and (II) the consolidated balance sheet of each Business Segment as at the end of such Fiscal Year and the related consolidated statement may be limited to of income of such Business Segment for such Fiscal Year, shall satisfy the extent required by accounting rules or guidelinesrequirements of subclause (i) and (iii) of this Section 9.01(c);.

Annual Financial Statements. Within As soon as available, and in any event within 90 days after the end of each Fiscal YearYear (or, if earlier, the date required to be filed with the SEC, giving effect to any extension permitted by the SEC), commencing with the Fiscal Year ending December 31, 2011in which the Original Closing Date occurred, (i) the consolidated balance sheets of Borrower and its Subsidiaries the Group as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries the Group for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year Year, commencing with the first Fiscal Year for which such corresponding figures are available, all and a Narrative Report with respect thereto, 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 (the Borrower Representative being permitted to satisfy the requirements of this clause (i) (other than the requirement for a comparison to the Financial Plan) by delivery of the U.S. Borrower’s annual report on Form 10-K (or any successor form), and a Narrative Report all supplements or amendments thereto, as filed with respect theretothe SEC); and (ii) with respect to such consolidated financial statements a report thereon by an of Ernst & Young LLP or another independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent the U.S. Borrower (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated consoli­dated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries the Group 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 statementsstate­ments) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together together, to the extent available pursuant to such accountant’s internal policies, with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to accounting matters and disclaim responsibility for legal interpretations) that to the best of such accountant’s knowledge, as of the dates of the financial statements being furnished, no Default has occurred under the covenants set forth in Section 6.07 and if such a Default has occurred, specifying the nature and extent required by accounting rules or guidelines)thereof;

Annual Financial Statements. Within 90 As soon as available and in any event within one hundred twenty (120) days after the end of each Fiscal Yearfiscal year, commencing with the Fiscal Year fiscal year ending December 31, 20112024, (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such Fiscal Year fiscal year, and the related consolidated statements of incomeoperations, stockholdersshareholders’ equity and cash flows (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements (for the avoidance of doubt, the Borrower shall be deemed to have satisfied the reconciliation requirement if the financial statements provide in one or more footnotes the financial information for the Unrestricted Subsidiaries, the Restricted Subsidiaries and the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, on a consolidated basis)) all in reasonable detaildetail and prepared in accordance with GAAP, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) and, except with respect to such consolidated financial statements a report thereon reconciliation, certified by an independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements whose opinion shall not be unqualified as to going concern and materially qualified with a scope of auditaudit or “going concern” explanatory paragraph or like qualification or exception (other than an emphasis of matter paragraph) (other than with respect to, and shall state that such consolidated financial statements fairly presentor resulting from, (x) the occurrence of an upcoming maturity date of any Indebtedness or (y) any prospective default in all material respectsthe Financial Performance Covenants). Notwithstanding the foregoing, the consolidated obligations in this Section 9.1(a) may be satisfied with respect to financial position information of the Borrower and its consolidated Subsidiaries by furnishing the Borrower’s or any Parent Entity’s or IPO Vehicle’s annual report on Form 10-K for such year, as at filed with 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 SEC; provided that if such financial information required to be provided under the first sentence of this Section 9.1(a) is included in the notes to the financial statements) and that the examination by , such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement are accompanied by such an opinion of independent certified public accountants stating whose opinion shall not be materially qualified with a scope of audit or “going concern” explanatory paragraph or like qualification or exception (1other than an emphasis of matter paragraph) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions(other than with respect to, or resulting from, (2x) whether, the occurrence of an upcoming maturity date of any Indebtedness or (y) any prospective default in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelinesFinancial Performance Covenants);.

Annual Financial Statements. Within 90 120 days (or 150 days with respect to the fiscal year ending December 31, 2021) after the end of each Fiscal Yearfiscal year of the Parent Borrower (which period for delivery may be extended by the Administrative Agent in its sole discretion by up to 30 days), commencing with the Fiscal Year ending December 31, 2011, (i) the a consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year, and the related consolidated statements of incomeincome or operations, stockholdersshareholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case case, starting with the fiscal year ending December 31, 2022, in unaudited comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all in reasonable detaildetail and prepared in accordance with GAAP, together with a Financial Officer Certification audited and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements accompanied by a report thereon by an and opinion of any independent certified public accountant (of nationally recognized standing or accountants) of recognized national standing selected by Borrower, and other independent certified public accountant reasonably satisfactory acceptable to the Administrative Agent (it being agreed that any nationally recognized financial advisor (including any “big four” accounting firm and the Parent Borrower’s independent certified public accountant as of the Closing Date) are deemed reasonably acceptable to the Administrative Agent) which report and/or the accompanying financial statements and opinion shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standardsstandards and shall not be subject to any “going concern” exception and without any exception as to the scope of such audit (other than any such exception that is expressly with respect to, or expressly resulting from, (i) together an upcoming maturity date under the Facilities or other Indebtedness, (ii) any prospective or actual default or event of default under the Financial Covenant hereunder or a financial covenant in any other Indebtedness, (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary or (iv) qualifications with a written statement respect to changes in accounting principles or practices reflecting changes in GAAP that are required or approved by such the Holding’s independent certified public accountants stating accountant) (1) it being understood and agreed that their audit examination has included a review such report and opinion may include an explanatory note or emphasis of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelinesmatter paragraph);.

Annual Financial Statements. Within 90 As soon as available, and (i) in any event within thirty (30) days after the Closing Date, the audited financial statements of Company for the Fiscal Year ended December 31, 2004; (ii) in any event within ninety (90) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of incomeoperations, consolidating) statements of operations, stockholders’ equity and cash flows of Borrower Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing and, with respect to the first consolidated statement of operations, the corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all as modified from time to time by management and approved by the Board of Directors of Company, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; provided, however, that until Company has an operating Subsidiary, Company shall not be obligated to prepare consolidating financial statements; and (iiiii) in any event within ninety (90) days after the end of each Fiscal Year with respect to such consolidated financial statements (such statements to exclude the corresponding figures from the Financial Plan), a report thereon by an of Ernst & Young, LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerCompany, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) ). Their report will indicate that their audit examination has included a review was not directed primarily towards obtaining knowledge of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)noncompliance;

Annual Financial Statements. Within 90 As soon as available, and in any event within 105 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011in which the Closing Date occurs, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of incomeoperations, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; , and (ii) with respect to such consolidated financial statements a report thereon by an of Ernst & Young LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) if provided by such independent certified public accountants, that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)hereof;

Annual Financial Statements. Within 90 120 days after the end close of each Fiscal Year, commencing with fiscal year of the Fiscal Year ending December 31, 2011Lead Borrower, (i) the consolidated balance sheets sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ operations and of changes in shareholder’s equity (deficit) and statement of cash flows of Borrower and its Subsidiaries for such Fiscal Year, fiscal year setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with preceding fiscal year and comparable forecasted figures for such fiscal year based on the first Fiscal Year for which such corresponding figures are availableforecasts delivered pursuant to Section 9.01(d) and certified, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such the case of consolidated financial statements a report thereon statements, by an Ernst & Young LLP or any one of the “Big 4” public accounting firms or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, and reasonably satisfactory to Administrative Agent together with an opinion of such accounting firm (which report and/or the accompanying financial statements opinion shall be unqualified without a “going concern” or like qualification or exception and without any qualification or exception as to going concern and the scope of audit, and shall state such audit (other than as a result of an upcoming maturity date under the any Tranche of Term Loans under this Agreement or the Maturity Date (as defined in the ABL Credit Agreement) under the ABL Credit Agreement or the Maturity Date (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement occurring within one year from the time such opinion is delivered or any potential inability to satisfy the financial covenants set forth in Section 10.11 of the ABL Credit Agreement on a future date or in a future period)) which demonstrates that such consolidated financial statements fairly present, present in all material respects, respects in accordance with U.S. GAAP the consolidated financial position condition of Borrower Holdings and its Subsidiaries as at of the dates date indicated and the results of their operations and changes in 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofindicated, and (3ii) that nothing management’s discussion and analysis of the important operational and financial developments during such fiscal year. If the Borrower has come to their attention that causes them to believe that filed (within the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance time period required above) a Form 10-K with the terms hereof (which statement may be limited SEC for any fiscal year described above, then to the extent required by accounting rules or guidelines);that such annual report on Form 10-K contains any of the foregoing items, the Lenders shall accept such Form 10-K in lieu of such items.

Annual Financial Statements. Within 90 days after the end close of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011fiscal year of Holdings, (i) the consolidated balance sheets sheet of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ equity income and retained earnings and statement of cash flows of Borrower and its Subsidiaries for such Fiscal Year, fiscal year setting forth in each case in (commencing with Holdings’ fiscal year ending September 30, 2010) comparative form the corresponding figures for the previous Fiscal Year commencing with preceding fiscal year and comparable forecasted figures for such fiscal year based on the first Fiscal Year for which such corresponding figures are availableforecasts delivered pursuant to Section 9.01(e) or in the case of the fiscal year ending September 30, all 2010, delivered to the Administrative Agent prior to the Initial Borrowing Date and certified in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such the case of consolidated financial statements a report thereon statements, by an Deloitte & Touche LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, together with an opinion of such accounting firm (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) which demonstrates that (I) in the course of its regular audit of the financial statements of Holdings and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge of any Default or an Event of Default relating to financial or accounting matters which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that II) such consolidated financial statements fairly present, present in all material respects, respects in accordance with generally accepted accounting principles the consolidated financial position condition of Borrower Holdings and its Subsidiaries as at of the dates date indicated and the results of their operations and changes in 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofindicated, and (3ii) that nothing management’s discussion and analysis of the important operational and financial developments during such fiscal year. If Holdings has come to their attention that causes them to believe that filed (within the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance time period required above) a Form 10 K with the terms hereof (which statement may be limited SEC for any fiscal year described above, then to the extent required by accounting rules or guidelines);that such annual report on Form 10 K contains any of the foregoing items, the Lenders will accept such Form 10 K in lieu of such items.

Annual Financial Statements. Within 90 As soon as available and in any event within ninety (90) days after the end of each Fiscal Yearfiscal year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated financial statements of TGI and its consolidated Subsidiaries consisting of consolidated balance sheets as of Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year, and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower for the fiscal year then ended, all in reasonable detail and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures financial statements as of the end of and for the previous Fiscal Year commencing with preceding fiscal year. Such consolidated statements shall be certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the first Fiscal Year for 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 corresponding figures are availableaccountants concur) and shall not indicate the occurrence or existence of any event, all in reasonable detailcondition 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 Financial Officer Certification letter of such accountants (to the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and a Narrative Report customary examination of the affairs of TGI and its consolidated Subsidiaries, performed in connection with respect thereto; and (ii) with respect to the preparation of such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrowerstatements, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review , they are not aware of the terms existence of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that which constitutes a Default or an Event of Default under Section 6.7 has come to their attention andor Potential Default or, if they are aware of such a condition or event has come to their attentionevent, specifying stating the nature thereof and period of existence thereof, and (3) that nothing has come confirming the Borrowers’ calculations with respect to their attention that causes them the certificate to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in be delivered pursuant to Section 8.3.3 with respect to such Compliance Certificate are not stated in accordance financial statements. The Borrowers will be deemed to have complied with the terms hereof delivery requirements of this Section 8.3.2(i) if within ninety (which statement may be limited 90) days after the end of its fiscal year, TGI delivers to the extent required by accounting rules or guidelinesAdministrative 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 8.3.2(i);) and the financial statements and certification of public accountants contained therein meets the requirements described in this Section.

Annual Financial Statements. Within 90 120 days after the end close of each Fiscal Year, commencing with fiscal year of the Fiscal Year ending December 31, 2011Lead Borrower, (i) the consolidated balance sheets sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ operations and of changes in shareholder’s equity (deficit) and statement of cash flows of Borrower and its Subsidiaries for such Fiscal Year, fiscal year setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with preceding fiscal year and comparable forecasted figures for such fiscal year based on the first Fiscal Year for which such corresponding figures are availableforecasts delivered pursuant to Section 9.01(d) and certified, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such the case of consolidated financial statements a report thereon statements, by an Ernst & Young LLP or any one of the “Big 4” public accounting firms or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, and reasonably satisfactory to Administrative Agent together with an opinion of such accounting firm (which report and/or the accompanying financial statements opinion shall be unqualified without a “going concern” or like qualification or exception and without any qualification or exception as to going concern and the scope of audit, and shall state such audit (other than as a result of an upcoming maturity date under the any Tranche of Term Loans under this Agreement or the Maturity Date (as defined in the ABL Credit Agreement) under the ABL Credit Agreement or the Maturity Date (as defined in the Second Lien Credit Agreement) under the Second Lien Credit Agreement occurring within one year from the time such opinion is delivered or any potential inability to satisfy the financial covenants set forth in Section 10.11 of the ABL Credit Agreement on a future date or in a future period)) which demonstrates that such consolidated financial statements fairly present, present in all material respects, respects in accordance with U.S. GAAP the consolidated financial position condition of Borrower Holdings and its Subsidiaries as at of the dates date indicated and the results of their operations and changes in 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofindicated, and (3ii) that nothing management’s discussion and analysis of the important operational and financial developments during such fiscal year. If the Borrower has come to their attention that causes them to believe that filed (within the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance time period required above) a Form 10-K with the terms hereof (which statement may be limited SEC for any fiscal year described above, then to the extent required by accounting rules or guidelines);that such annual report on Form 10-K contains any of the foregoing items, the Lenders shall accept such Form 10-K in lieu of such items.

Annual Financial Statements. Within As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC or, if earlier, on the date such financial statements are delivered to the holders of Junior Lien Notes (or, if such financial statements are not required to be filed with the SEC or delivered to the holders of the Junior Lien Notes, on or before the date that is 90 days (or, in the case of the fiscal year ending December 31, 2006, 120 days) after the end of each Fiscal Yearsuch fiscal year), commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of the Parent Borrower and its the Subsidiaries and, if different, the Parent Borrower and the Restricted Subsidiaries, in each case as at the end of such Fiscal Year fiscal year, and the related consolidated statements of income, stockholders’ equity operations and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the previous Fiscal Year commencing with the first Fiscal Year for which preceding fiscal years (or, in lieu of such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated audited financial statements of the Parent Borrower and the Restricted Subsidiaries, a report thereon detailed reconciliation, reflecting such financial information for the Parent Borrower and the Restricted Subsidiaries, on the one hand, and the Parent Borrower and the Subsidiaries, on the other hand), and certified by an independent certified public accountant (or accountants) accountants of recognized national standing selected by whose opinion shall not be qualified as to the scope of audit or as to the status of the Parent Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Parent Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made audit was conducted in accordance with generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards) together with a written statement by , such independent certified public accountants stating (1) accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 that their audit examination has included a review occurred and is continuing or, if in the opinion of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or such accounting firm such an Event of Default under Section 6.7 has come occurred and is continuing, a statement as to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);.

Annual Financial Statements. Within As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated and consolidating balance sheets of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to sales, EBITDA and statements of income, consolidating) statements of income, stockholders’ ' equity and cash flows of Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of Ernst & Young or other independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerHoldings, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together (to the extent not inconsistent with the pronouncements of the Institute of Certified Public Accountants and FASB) with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewithwith their audit examination, any condition failure to comply with the terms, covenants, provisions or event that constitutes a Default conditions of Article 5 or an Event of Default under Section 6.7 Article 6 (insofar as they relate to the accounting matters) has come to their attention and, if such a condition or event failure to comply has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. Within 90 (i) As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011in which the Loan Document Effective Date occurs, (i) all audited financial statements of HA INC (including all Subsidiaries on a consolidated basis) required pursuant to the Exchange Act, including without limitation, its consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated sheets, statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for the HA INC (including all subsidiaries on a consolidated basis) as at the end of such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year Year, commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report management discussions and analysis with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of the independent certified public accountant (accounting or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent auditing firm (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries HA INC (including all subsidiaries on a consolidated basis) 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). (ii) Within ninety (90) days after the end of each Fiscal Year, an unaudited balance sheet and that related statements of operations showing the examination by such accountants in connection with such consolidated financial statements has been made position of Borrowers (including all subsidiaries on a consolidated basis) as of the close of such Fiscal Year and the results of its operations during such Fiscal Year and setting forth in comparative form the corresponding figures for the prior Fiscal Year, all certified by a Financial Officer of Borrowers as fairly presenting, in all material respects, the consolidated financial position and results of operations of Borrowers in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating GAAP (1) that their subject to normal year-end audit examination has included a review of the terms of Section 6.7 of this Agreement adjustments, consolidation entries and the related definitions, absence of footnotes and other required statements). (2iii) whether, in connection therewith, any condition Documents required to be delivered pursuant to Section 11.1.1(c) or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and 11.1.1(d) (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required any such documents are included in materials otherwise filed with the U.S. Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which HA INC posts such documents, or provides a link thereto on HA INC’s website on the Internet at the following website address: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; or (ii) on which such documents are posted on HA INC’s behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by accounting rules Administrative Agent); provided that: (i) HA INC shall deliver paper copies of such documents to Administrative Agent on behalf of any Lender that reasonably requests delivery of such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or guidelines);such Lender and (ii) HA INC shall notify Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents. Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by HA INC with any request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining copies of such documents.

Annual Financial Statements. Within As soon as available, and in any event within 90 days after the end of each Fiscal YearYear (or, if earlier, the date required to be filed with the SEC, giving effect to any extension permitted by the SEC), commencing with the Fiscal Year ending December 31, 2011in which the Closing Date occurs, (i) the consolidated balance sheets of Borrower and its Subsidiaries the Group as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries the Group for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year Year, commencing with the first Fiscal Year for which such corresponding figures are available, all and a Narrative Report with respect thereto, 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 (the Borrower Representative being permitted to satisfy the requirements of this clause (i) (other than the requirement for a comparison to the Financial Plan) by delivery of the U.S. Borrower’s annual report on Form 10-K (or any successor form), and a Narrative Report all supplements or amendments thereto, as filed with respect theretothe SEC); and (ii) with respect to such consolidated financial statements a report thereon by an of Ernst & Young LLP or another independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent the U.S. Borrower (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated consoli­dated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries the Group 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 statementsstate­ments) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together together, to the extent available pursuant to such accountant’s internal policies, with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to accounting matters and disclaim responsibility for legal interpretations) that to the best of such accountant’s knowledge, as of the dates of the financial statements being furnished, no Default has occurred under the covenants set forth in Section 6.07 and if such a Default has occurred, specifying the nature and extent required by accounting rules or guidelines);thereof.

Annual Financial Statements. Within 90 days 3 Business Days following the 90th day after the end close of each Fiscal Year, commencing with Year of the Fiscal Year ending December 31, 2011U.S. Borrower, (i) (x) the consolidated balance sheets sheet of the U.S. Borrower and its Consolidated Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, income and stockholders’ equity and of cash flows of Borrower and its Subsidiaries for such Fiscal Year, Year and setting forth in each case in comparative form the corresponding consolidated figures for the previous preceding Fiscal Year, (y) the consolidated balance sheet of each Business Segment as at the end of such Fiscal Year commencing with and the first related consolidated statements of income of each Business Segment for such Fiscal Year and setting forth comparative consolidated figures for which the preceding Fiscal Year and (z) the consolidated balance sheet of each of the U.S. ▇▇▇▇ Group and the Non-U.S. ▇▇▇▇ Group as at the end of such corresponding Fiscal Year and the related consolidated statements of income of each such group for such Fiscal Year and setting forth comparative consolidated figures are availablefor the preceding Fiscal Year, all (ii) in reasonable detailthe case of the financial statements referred to in subclause (i)(x) above, together with a Financial Officer Certification report and a Narrative Report with respect thereto; and (ii) with respect to opinion by Deloitte & Touche LLP or such consolidated financial statements a report thereon by an other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borroweras shall be acceptable to the Administrative Agent, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements and opinion (I) shall be unqualified prepared in accordance with generally accepted auditing standards, (II) shall be made without qualification or expression of uncertainty, in each case as to going concern and scope of audit, and (III) shall state that such consolidated financial statements fairly present, present in all material respects, respects the consolidated financial position condition of the U.S. Borrower and its Consolidated Subsidiaries as at of the dates indicated and the results of their operations and their cash flows changes in financial position for the periods indicated in conformity with U.S. GAAP applied on a basis consistent with prior years and (except as otherwise disclosed in such financial statementsiii) management’s discussion and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review analysis of the terms important operational and financial developments during such Fiscal Year; provided, however, that for any Fiscal Year for which the U.S. Borrower has filed a Form 10-K Report with the SEC, the furnishing of Section 6.7 (I) the U.S. Borrower’s Form 10-K Report filed with the SEC for such Fiscal Year and (II) the consolidated balance sheet of this Agreement each Business Segment as at the end of such Fiscal Year and the related definitionsconsolidated statement of income of such Business Segment for such Fiscal Year, shall satisfy the requirements of subclause (2i) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3iii) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelinesof this Section 8.01(b);.

Annual Financial Statements. Within 90 As soon as reasonably practicable and no later than 45 days after the end of each Fiscal Yearits fiscal year if this provision is applicable by virtue of Section 2.01(B)(ii)(x) above or 55 days after the end of its fiscal year if this provision is applicable by virtue of Section 2.01(B)(i) or (ii)(y) or (z) above, commencing with the Fiscal Year ending December 31, 2011, Company will deliver to Roivant and its Representatives reasonably complete drafts of (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated financial statements of income, stockholders’ equity the Company (and cash flows of Borrower and its Subsidiaries notes thereto) for such Fiscal Yearyear, setting forth in each case in comparative form the corresponding consolidated figures (and notes thereto) for the previous Fiscal Year commencing fiscal years, prepared in accordance with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification Article 10 of Regulation S-X and a Narrative Report with respect thereto; GAAP and (ii) with respect to such consolidated a discussion and analysis by management of the Company’s financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, condition and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations for such year, including, without limitation, an explanation of any material period-to-period changes 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 in connection with such consolidated financial statements has been made any off-balance sheet transactions, prepared in accordance with generally accepted auditing standardsItem 303(a) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review and 305 of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the Regulation S-K. The information contained in any Compliance Certificate is not correct or that the matters set forth in (i) and (ii) above is referred to in this Agreement as the “Annual Financial Statements”. As soon as reasonably possible and no later than 15 days before the date by which Roivant is required to file its annual report on Form 10-K if this provision is applicable by virtue of Section 2.01(B)(ii)(x) above or 10 days before the date by which Roivant is required to file its annual report on Form 10-K if this provision is applicable by virtue of Section 2.01(B)(ii)(y) or (z) above, the Company will deliver to Roivant and its Representatives the final form of the Annual Financial Statements and an opinion on the Annual Financial Statements by the Company’s independent registered public accountants (the “Company Auditors”); provided, however, that the Company may, if necessary, continue to revise such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited Annual Financial Statements prior to the filing thereof in order to make corrections, updates and changes, which corrections, updates and changes, if substantive, will be delivered by the Company to Roivant as soon as reasonably possible. At Roivant’s request, the Company’s Representatives will consult and discuss with Roivant’s Representatives any such corrections, updates and changes. To the extent that the fiscal year of Roivant is not the same as the fiscal year of the Company or Roivant is not subject to reporting obligations under Section 13(a) or 15(d) of the Exchange Act, the obligation to deliver Annual Financial Statements before the date by which Roivant is required to file its annual report on Form 10-K shall be determined based on the date by accounting rules or guidelines);which the Company is required to file its quarterly report on Form 10-K.

Annual Financial Statements. Within 90 As soon as available and in any event within ninety (90) days after the end of each Fiscal Yearfiscal year of the Borrowers, commencing with financial statements of the Fiscal Year ending December 31, 2011, (i) the Borrowers consisting of a consolidated and consolidating balance sheets sheet as of Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of Borrower for the fiscal year then ended, all in reasonable detail and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures financial statements as of the end of and for the previous Fiscal Year commencing preceding fiscal year, and certified by independent certified public accountants of nationally recognized standing satisfactory to the Agent. The Banks acknowledge that the Borrowers’ current accountants, BDO ▇▇▇▇▇▇▇, LLP, are satisfactory. 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 any Loan Party under any of the Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrowers performed in connection with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to preparation of such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrowerstatements, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review , they are not aware of the terms existence of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that which constitutes a Default or an Event of Default under Section 6.7 has come to their attention andor Potential Default or, if they are aware of such a condition or event has come to their attentionevent, specifying stating the nature thereof and period confirming the Borrowers’ calculations with respect to the certificate to be delivered pursuant to Section 7.3.3 [Certificate of existence thereofthe Borrowers] with respect to such financial statements, and (3ii) that nothing has come to their attention that causes them to believe the effect that the information contained in any Compliance Certificate is not correct or Banks are intended to rely upon such accountant’s certification of the annual financial statements and that such accountants authorize the matters set forth in Loan Parties to deliver such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited reports and certificate to the extent required by accounting rules or guidelines);Banks on such accountants’ behalf.

Annual Financial Statements. Within 90 120 days after the end close of each Fiscal Year, commencing with fiscal year of the Fiscal Year ending December 31, 2011Lead Borrower, (i) the consolidated balance sheets sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ operations and changes in shareholder’s equity (deficit) and statement of cash flows of Borrower and its Subsidiaries for such Fiscal Year, fiscal year setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with preceding fiscal year and comparable forecasted figures for such fiscal year based on the first Fiscal Year for which such corresponding figures are availableforecasts delivered pursuant to Section 9.01(d) and certified, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such the case of consolidated financial statements a report thereon statements, by an Ernst & Young LLP or any one of the “Big 4” public accounting firms or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, and reasonably satisfactory to Administrative Agent together with an opinion of such accounting firm (which report and/or the accompanying financial statements opinion shall be unqualified without a “going concern” or like qualification or exception and without any qualification or exception as to going concern and the scope of auditsuch audit (other than as a result of an upcoming maturity date under any Loans under this Agreement or the Maturity Date (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement or the Maturity Date (as defined in the Second Lien Credit Agreement) under the Second Lien Credit Agreement, and shall state in each case occurring within one year from the time such opinion is delivered or any potential inability to satisfy the springing financial covenant set forth in Section 10.11 on a future date or in a future period)) which demonstrates that such consolidated financial statements fairly present, present in all material respects, respects in accordance with U.S. GAAP the consolidated financial position condition of the Lead Borrower and its Subsidiaries as at of the dates date indicated and the results of their operations and changes in 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofindicated, and (3ii) that nothing management’s discussion and analysis of the important operational and financial developments during such fiscal year. If the Lead Borrower has come to their attention that causes them to believe that filed (within the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance time period required above) a Form 10-K with the terms hereof (which statement may be limited SEC for any fiscal year described above, then to the extent required by accounting rules or guidelines);that such annual report on Form 10-K contains any of the foregoing items, the Lenders shall accept such Form 10-K in lieu of such items.

Annual Financial Statements. Within 90 As soon as available and in any event no later than 105 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated a Consolidated balance sheets of Borrower and its Subsidiaries sheet as at the end of such Fiscal Year year, and the related consolidated Consolidated statements of income, stockholders’ equity retained earnings and cash flows of Borrower the Parent and its Subsidiaries prepared for such Fiscal Year, setting forth in each case forth, in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableyear, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; detail and (iii) with respect to such consolidated financial statements accompanied by a report thereon by an of KPMG LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, the Parent and reasonably satisfactory to the Administrative Agent (Agent, which report and/or will not contain an adverse opinion, a disclaimer of opinion or be qualified or limited because of a restricted or limited examination by such accountant of any material portion of the accompanying financial statements shall Parent’s records or be unqualified as but subject to a “going concern and scope of auditconcern” uncertainty or other similar required explanatory language, and shall will state that such consolidated financial statements present fairly present, in all material respects, respects the consolidated financial position of Borrower the Parent and its Subsidiaries on a Consolidated basis as at the dates indicated and the results of their its operations and their cash flows changes in its financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statementsstated therein) and that the examination by such accountants in connection with such consolidated Consolidated financial statements has been made in accordance with generally accepted auditing standardsstandards and (ii) together with a written statement by such independent certified public accountants stating the certificate referred to in clause (1c) that their audit examination has included a review below, an internally prepared list of each Borrower, each Guarantor and each other Subsidiary of the terms of Section 6.7 of this Agreement and Parent as listed in the related definitions, Parent’s most recent Annual Report on Form 10-K filed with the SEC (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention andor, if the Parent is no longer a reporting company under the Exchange Act, a list of Subsidiaries approved by Administrative Agent), along with each such a condition or event has come to their attention, specifying Person’s gross revenue for the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)four Fiscal Periods then ended;

Annual Financial Statements. Within 90 As soon as available, and in any event within 120 days after the end of each Fiscal Year, commencing with Year other than the Fiscal Year ending fiscal year ended December 31, 20112006 (and by June 15, 2007 with respect to the fiscal year ended December 31, 2006), (i) the consolidated balance sheets of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by from an independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerHoldings, and reasonably satisfactory to Administrative Agent the Requisite Lenders (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitionsCredit Documents, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which it being understood that such statement may shall be subject to qualifications customarily included in such statement and/or reports and limited to the extent items that independent certified public accountants are permitted to cover in such statements pursuant to their professional standards and customs of the profession); provided however that the statements described in clauses (1) through (3) above shall not be required by accounting rules or guidelines);if making such statements is contrary to the then current recommendations of the American Institute of Certified Public Accountants.

Annual Financial Statements. Within 90 Furnish Agent and Lenders within one hundred twenty (120) days after the end of each Fiscal Yearfiscal year of Topco, commencing financial statements of Topco and its Subsidiaries on a consolidated basis including, but not limited to, a balance sheet and statement of income and retained earnings and cash flows, setting forth in comparative form in each case to the figures for the previous fiscal year, which financial statements shall be prepared in accordance with GAAP consistently applied, certified without qualification (except for a qualification that results solely from the Fiscal Year ending December 31, 2011, Obligations being classified as short term Indebtedness during the one year period prior to the maturity date of such indebtedness) by Deloitte & Touche or another independent certified public accounting firm of recognized national standing selected by Topco (the “Accountants”). Such financial statements shall be accompanied by (i) a report from the consolidated balance sheets Accountants to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (ii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters and (iii) the certification of the President, Chief Financial Officer, Controller or equivalent officer of Borrower that (A) except as described in such certificate, the results reported in such financial statements do not include any income of Topco or Subsidiaries of Topco that are not Subsidiaries of Borrower and, if any such income is included, providing a calculation of EBITDA for Borrower and its Subsidiaries on a consolidated basis and (B) all such financial statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Topco and its Subsidiaries on a consolidated basis, as at the end of such Fiscal Year year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrowerperiod then ended, and reasonably satisfactory that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to Administrative Agent (which remedy such Default or Event of Default. The report and/or of the accompanying financial statements Accountants shall be unqualified as to going concern and scope accompanied by a copy of audit, and shall state that such consolidated financial statements fairly present, in all material respects, any management letter of the consolidated financial position of Borrower and its Subsidiaries 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 Accountants issued in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with addressed to Topco. In addition, the reports shall be accompanied by a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);Certificate.

Annual Financial Statements. Within 90 (i) As soon as available, but in any event within 120 days after the end of each Fiscal Yearfiscal year thereafter of the Parent, commencing with the Fiscal Year ending December 31, 2011, (i) the a consolidated balance sheets sheet of Borrower the Parent and its Subsidiaries as at the end of such Fiscal Year fiscal year, and the related consolidated statements of incomeincome or operations, stockholdersshareholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all in reasonable detaildetail and prepared in accordance with GAAP, together with a Financial Officer Certification audited and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements accompanied by a report thereon by an and opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP or another independent certified public accountant (or accountants) of nationally recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements and opinion shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standards) together with standards and shall not be subject to any “going concern” or like qualification, assumption or exception or any qualification or exception as to the scope of such audit (other than as a written statement by such result of a current maturity of the Term Loan Facility, the 2029 Notes and the Revolving Credit Facilities); provided that if the Parent switches from one independent certified public accountants stating (1) accounting firm to another, the audit report of any such new accounting firm may contain a qualification or exception as to the scope of such consolidated financial statements that their relates to any fiscal year prior to its retention which, for the avoidance of doubt, shall have been the subject of an audit examination has included a review report of the terms previous accounting firm meeting the criteria set forth above; provided further that, if the Parent shall own material assets other than the Capital Stock of Section 6.7 the Company or have material operations or other liabilities, the Borrowers shall provide a consolidated balance sheet of this Agreement the Borrowers and their Subsidiaries as at the end of such fiscal year, and the related definitionsconsolidated statements of income or operations, (2) whethershareholders’ equity and cash flows for such fiscal year, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set setting forth in such Compliance Certificate are not stated each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with the terms hereof (which statement may be limited GAAP, audited and accompanied by a report and opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the extent required by Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, assumption or exception or any qualification or exception as to the scope of such audit (other than as a result of a current maturity of the Term Loan Facility and the Revolving Credit Facilities); provided further that if the Borrowers switch from one independent certified public accounting rules firm to another, the audit report of any such new accounting firm may contain a qualification or guidelines);exception as to the scope of such consolidated financial statements that relates to any fiscal year prior to its retention which, for the avoidance of doubt, shall have been the subject of an audit report of the previous accounting firm meeting the criteria set forth above.

Annual Financial Statements. Within 90 By the earlier of 100 days after the end close of each Fiscal Yearfiscal year of the Parent Borrower and the time that they are publicly filed, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholderschanges in shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all in reasonable detail, together with a Financial Officer Certification detail and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements accompanied by a report thereon by an of PricewaterhouseCoopers LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent the Parent Borrower (which report and/or the accompanying financial statements shall be unqualified not contain a “going concern” or like qualification or exception or any qualification or limitation as to going concern and the scope of such audit), and which report shall state that such consolidated financial statements present fairly present, in all material respects, respects the consolidated financial position of the Parent Borrower and its Subsidiaries as at the dates indicated and the their consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a consistent basis consistent with prior years (except as otherwise disclosed specified in such financial statementsreport) and that the examination audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (i) together with a written statement by By the earlier of 120 days after the close of each fiscal year of each of ARL and ARC, respectively, and the time that they are publicly filed, the consolidated balance sheet of each of ARL and its Subsidiaries and ARC and its Subsidiaries, respectively, in each case, as at the end of such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement fiscal year and the related definitionsconsolidated statements of income, changes in shareholders’ equity and cash flows of each of ARL and its Subsidiaries and ARC and its Subsidiaries, respectively, for such fiscal year, setting forth in comparative form the consolidated figures for the previous fiscal year, all in reasonable detail and accompanied by a report thereon of PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by ARL and ARC, respectively (2which report shall not contain a “going concern” or like qualification or exception or any qualification or limitation as to the scope of such audit), which report shall state that such consolidated financial statements present fairly in all material respects the consolidated financial position of ARL and its Subsidiaries or ARC and its Subsidiaries, as applicable, as at the dates indicated and their consolidated results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis (except as otherwise specified in such report) whether, and that the audit by such accountants in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 with such consolidated financial statements has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated been made in accordance with generally accepted auditing standards. (ii) By the terms hereof earlier of 90 days after the close of each fiscal year of such Designated Subsidiary Borrower and the time that they are publicly filed (which statement or, in the case of ARL, AREUL, AGRL and Arch Europe, such later dates as may be limited to the extent required by accounting rules or guidelinesthe Bermuda Insurance Act and the Companies Act 1985 (as amended) and the United Kingdom, respectively);, the Statutory Statements for each Designated Subsidiary Borrower (other than ACUS and MI) for such fiscal year.

Annual Financial Statements. Within 90 As soon as available, but in any event within ninety (90) days after the end of each Fiscal Yearfiscal year of Borrower, commencing beginning with the Fiscal Year fiscal year ending December 31, 20112025, (i) the a consolidated balance sheets sheet of Borrower and its |US-DOCS\161907737.16|| Subsidiaries as at of the end of such Fiscal Year fiscal year, and the related consolidated statements of income, cash flows and stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all prepared in reasonable detail, together all material respects in accordance with a Financial Officer Certification and a Narrative Report GAAP with respect thereto; and (ii) with respect to such consolidated financial statements to be audited and accompanied by (x) a report thereon by an and opinion of B▇▇▇▇▇▇▇’s independent certified public accountant (or accountants) accounting firm of recognized national standing selected reasonably acceptable to the Blackstone Representative (provided that, Deloitte & Touche LLP and any of the other “big four” accounting firms are acceptable and acknowledged as being acceptable by Borrower, and reasonably satisfactory to Administrative Agent the Blackstone Representative) (which report and/or the accompanying financial statements and opinion shall be unqualified prepared in accordance with GAAP and shall not be subject to any qualification as to “going concern and concern” or scope of audit, and shall state except for any “going concern” qualification resulting from the upcoming maturity of the Term Loans occurring with eighteen months from the date of such opinion or anticipated breach of a financial covenant under this Agreement), stating that such consolidated financial statements fairly present, in all material respects, the consolidated financial position condition, results of operations and cash flows of Borrower and its Subsidiaries as at of the dates indicated and the results of their operations and their cash flows for the periods indicated specified in conformity accordance with GAAP applied on a basis consistent GAAP, and (y) if and only if Borrower is required to comply with prior years (except the internal control provisions pursuant to Section 404 of the Sarbanes‑Oxley Act of 2002 requiring an attestation report of such independent certified public accounting firm, an attestation report of such independent certified public accounting firm as otherwise disclosed in to Borrower’s internal controls pursuant to Section 404 of the Sarbanes‑Oxley Act of 2002 attesting to management’s assessment that such financial statements) and internal controls meet the requirements of the Sarbanes‑Oxley Act of 2002; provided, however, that the examination by Borrower shall be deemed to have made such accountants in connection with delivery of such consolidated financial statements has if such consolidated financial statements shall have been made in accordance with generally accepted auditing standards) together with a written statement available within the time period specified above on the SEC’s E▇▇▇▇ system (or any successor system adopted by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelinesSEC);

Annual Financial Statements. Within As soon as available and in any event on or before the date that is 90 days after the end of each Fiscal Yearfiscal year (or, commencing with in the Fiscal Year ending case of the fiscal year ended December 31, 20112016, (i) the date that is 120 days after the end of such fiscal year), the consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries and, if different, the Borrower and its Restricted Subsidiaries, in each case as at the end of such Fiscal Year fiscal year, and the related consolidated statements statement of income, stockholders’ equity income and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and its Subsidiaries for such Fiscal Yearconsolidated Subsidiaries, setting forth in each case in comparative form on the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableother hand), all in reasonable detail, together with a Financial Officer Certification detail and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, prepared 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 their cash flows for the periods indicated respects in conformity accordance with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination and, except with respect to such reconciliation, reported on by independent registered public accountants of recognized national standing with an unmodified report by such independent registered public accountants without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any similar statement under any amended or successor rule as may be adopted by the Auditing Standards Board from time to time) (other than solely with respect to, or expressly resulting solely from, an upcoming maturity date of any Indebtedness under the Credit Documents, including pursuant to Sections 2.14 and 2.15, Indebtedness Incurred pursuant to Section 10.1(k), Section 10.1(s) and Section 10.1(u), the Senior Unsecured Notes, any Term Loan Exchange Notes, and/or any Credit Agreement Refinancing Indebtedness, Permitted Additional Debt or Permitted Refinancing Indebtedness Incurred to Refinance (in connection whole or in part) any such Indebtedness), and, for the avoidance of doubt, without modification as to the scope of audit, together in any event with a certificate of such accounting firm stating that in the course of its regular audit of the business of the Borrower and its consolidated financial statements has been made Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards) together with a written statement by , such independent certified public accountants stating (1) accounting firm has obtained no knowledge of any Event of Default relating to the Financial Performance Covenant that their audit examination has included a review occurred and is continuing or, if in the opinion of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or such accounting firm such an Event of Default under Section 6.7 has come occurred and is continuing, a statement as to their attention and, if such a condition or event has come to their attention, specifying the nature thereof. Notwithstanding the foregoing, the obligations in this Section 9.1 (a) may be satisfied with respect to financial information of the Borrower and period its consolidated Subsidiaries by furnishing (A) the applicable financial statements of existence Holdings (or any Parent Entity of Holdings) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), and as applicable, Form 10-K filed with the SEC or (3C) that nothing has come following an election by the Borrower pursuant to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that definition of “GAAP”, the matters set forth in such Compliance Certificate are not stated applicable financial statements shall be determined in accordance with the terms hereof IFRS; provided that, with respect to each of clauses (which statement may be limited A) and (B), (i) to the extent such information relates to Holdings (or such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials shall be reported on by an independent registered public accounting rules firm of recognized national standing, with an unmodified report by such independent registered public accountants without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or guidelinesany similar statement under any amended or successor rule as may be adopted by the Auditing Standards Board from time to time) (other than solely with respect to, or expressly resulting solely from, an upcoming maturity date of any Indebtedness under the Credit Documents, including pursuant to Sections 2.14 and 2.15, Indebtedness Incurred pursuant to Section 10.1(k);, Section 10.1(s) and Section 10.1(u), the Senior Unsecured Notes, any Term Loan Exchange Notes and/or any Credit Agreement Refinancing Indebtedness, Permitted Additional Debt or Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) any such Indebtedness) (it being understood that there shall be no obligation to audit any such consolidating information), and, for the avoidance of doubt, without modification as to the scope of audit.

Annual Financial Statements. Within 90 As soon as available, but in any event in accordance with then applicable law and not later than one hundred twenty (120) days after the end of each Fiscal Year, commencing with Year of the Fiscal Year ending December 31, 2011, Parent (i) the Parent’s audited consolidated balance sheets of Borrower sheet and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of incomeoperations, stockholders’ equity and cash flows as of Borrower the end of and its Subsidiaries for such Fiscal Yearyear, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with of the first Fiscal Year for which such corresponding figures are availableParent, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon reported on by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory acceptable to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified without a “going concern” or like qualification or exception and without any qualification or exception as to going concern and the scope of such audit, and shall state other than with respect to, or resulting from the occurrence of an upcoming maturity date of Indebtedness) to the effect that such consolidated financial statements present fairly present, in all material respects, respects the consolidated financial position condition and results of operations of the Borrower and its Consolidated Subsidiaries as at the dates indicated on a consolidated basis and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied other Group Members (as applicable), on a basis consistent with prior years (except as otherwise disclosed consolidated basis, in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made each case, in accordance with generally accepted auditing standardsIFRS (or if the Parent’s financial statements are available in accordance with GAAP, GAAP) together with a written statement by such independent certified public accountants stating consistently applied, (1ii) that their audit examination has included a review the Borrower’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the terms end of Section 6.7 and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year of this Agreement the Borrower, which present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis and the related definitionsother Group Members (as applicable), (2) whetheron a consolidated basis, in connection therewitheach case, any condition in accordance with IFRS (or event that constitutes a Default or an Event if the Parent’s financial statements are available in accordance with GAAP, GAAP), consistently applied, and for the avoidance of Default under Section 6.7 has come to their attention anddoubt, if such a condition or event has come to their attention, specifying the nature and period of existence thereofwithout accompanying financial statement footnotes, and (3iii) that nothing has come to their attention that causes them to believe that for any Fiscal Year in which the information contained in any Compliance Certificate is not correct or that Borrower’s and the matters set forth in such Compliance Certificate Parent’s financial statements are not stated provided in accordance with GAAP, a reconciliation to GAAP of the terms hereof statements provided in Sections 8.01(a)(i) and (which statement may be limited ii) in a format reasonably acceptable to the extent required by accounting rules or guidelines);Administrative Agent.

Annual Financial Statements. Within 90 As soon as available, and in any event within one hundred and twenty (120) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 20112024, (i) the consolidated balance sheets of Borrower Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity income and cash flows of Borrower Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detailYear, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Ernst & ▇▇▇▇▇, any other “Big Four” accounting firm selected by an Parent, or any other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, Parent and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to “going concern concern” and scope of auditaudit except for (A) qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by such independent certified public accountants, (B) qualifications on the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary, (C) a “going concern” qualification resulting from an upcoming maturity date under any Indebtedness of Parent and its Subsidiaries permitted hereunder occurring within one (1) year from the time the report is delivered and (D) any anticipated (but not actual) Event of Default (or similar term in the definitive agreement governing any other Indebtedness) in respect of any financial covenant under this Agreement and/or any other Indebtedness of Parent and its Subsidiaries, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower Parent and its Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. Within (i) As soon as available and in any event within 90 days after the end of each Fiscal Yearfiscal year, commencing with the Fiscal Year ending December 31, 2011fiscal year in which the Closing Date occurs, (i1) the consolidated balance sheets sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with fiscal year and the first Fiscal Year for which such corresponding figures are availablefrom the Financial Plan for the fiscal year covered by such financial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii2) with respect to such consolidated financial statements a report thereon by an of KPMG LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, the Borrower and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, audit and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating standards (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe it being understood that the information contained required by this clause (i) may be furnished in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated form of a Form 10-K and with the accompanying certificates required by the applicable Requirements of Law for filing Forms 10-K with the SEC); and (ii) Within 15 days of the required date for delivery to the applicable state after the end of each fiscal year of the Borrower, annual financial statements of each HMO Subsidiary prepared in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);SAP.

Annual Financial Statements. Within 90 120 days after the end close of each Fiscal YearYear of the Borrower, commencing with the Fiscal Year ending December 31ended on January 30, 20112016, (i) the consolidated balance sheets sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity income and retained earnings and statement of cash flows for such Fiscal Year setting forth comparative figures for the preceding Fiscal Year and certified by PriceWaterhouseCoopers LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, accompanied by an opinion of such accounting firm (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to scope of audit, other than solely with respect to, or resulting solely from, an upcoming maturity date under this Agreement, any Refinancing Facility or the ABL Credit Agreement occurring within one year from the time such opinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period), and (ii) management’s discussion and analysis of the important operational and financial developments during such Fiscal Year. Simultaneously with the delivery of each set of financial statements referred to in Sections 8.01(a) and (b), summary financial information reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such financial statements. In the event that (A) Holdings is not engaged in any business or activity, and does not own any assets or have other liabilities, other than those incidental to its ownership directly or indirectly of the Equity Interests of the Borrower (and, without limitation on the foregoing, does not have any subsidiaries other than the Borrower and the Borrower’s Subsidiaries or (B) in connection with any reporting requirements described in clauses (a) and (b) of this Section 8.01 the Borrower delivers consolidating financial information that explains, at a level of detail reasonably acceptable to the Administrative Agent, the differences between the information relating to Holdings, on the one hand, and the information relating to the Borrower and its Subsidiaries for on a standalone basis, on the other hand, then such Fiscal Year, setting forth consolidated reporting at Holdings in each case a manner consistent with that described in comparative form the corresponding figures clauses (a) and (b) of this Section 8.01 for the previous Fiscal Year commencing with Borrower will satisfy the first Fiscal Year for which requirements of such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);clauses.

Annual Financial Statements. Within 90 As soon as available, and in any event within 120 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Borrower Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by from an independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerCompany, and reasonably satisfactory to Administrative Agent the Requisite Lenders (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitionsCredit Documents, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which it being understood that such statement may shall be subject to qualifications customarily included in such statements and/or reports and limited to the extent items that independent certified public accountants are permitted to cover in such statements pursuant to their professional standards and customs of the profession); provided however that the statements described in clauses (1) through (3) above shall not be required by accounting rules or guidelines)if making such statements is contrary to the then current recommendations of the American Institute of Certified Public Accountants;

Annual Financial Statements. Within As soon as available and in any event within 90 days after the end of each Fiscal Yearfiscal year of the Borrower, commencing a consolidated and, with the Fiscal Year ending December 31respect to Material Subsidiaries, 2011consolidating balance sheet of Trex Company, (i) the consolidated balance sheets of Borrower Inc. and its Consolidated Subsidiaries as at of the end of such Fiscal Year fiscal year and the related consolidated and, with respect to Material Subsidiaries, consolidating statements of income, stockholders’ changes in equity and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all in reasonable detaildetail and satisfactory in form to the Bank; provided that the Borrower may deliver, together in lieu of the foregoing consolidated annual financial statements only, the annual report of the Borrower for the applicable fiscal year on Form 10-K filed with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such the SEC, but only so long as the consolidated financial statements a contained in such annual report thereon are substantially the same in content as the consolidated financial statements required by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying this Section 6.01(a). The foregoing financial statements shall be unqualified accompanied by an opinion thereon by Ernst & Young, LLP or other independent certified public accountants reasonably satisfactory to the Bank, which opinion shall not be qualified as to going concern and the scope of audit, the audit and which shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Borrower Trex Company, Inc. and its Consolidated Subsidiaries as at of the dates indicated date of such financial statements and the results of their operations and their cash flows for the periods indicated period covered by such financial statements in conformity with GAAP applied on an a consistent basis consistent with prior years (except as otherwise disclosed for changes in the application of which such financial statementsaccountants concur) and that shall not contain any "going concern" or like qualification or exception or qualification arising out of the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together scope of the audit In addition, within 30 days after the end of each fiscal year, the Borrower shall provide to the Bank a copy of its annual budget with a written statement by summary of all material assumptions contained therein, which budget shall be in substantially the same form as the budget prepared for calendar year 2002, a copy of which has been delivered to the Bank. If any event occurs or condition exists that has or could reasonably be expected to have a Material Adverse Effect or that materially adversely affects or could reasonably be expected to materially adversely affect such independent certified public accountants stating annual budget, the Borrower shall, within 10 calendar days of such event, provide the Bank with a forecast for the remainder of such calendar year that (1i) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitionstakes into account such event or condition, (2ii) whether, contains a written summary of all material assumptions contained in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, forecast and (3iii) contains a written summary of those assumptions that nothing has come to their attention that causes them to believe that have changed from the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited original budget provided to the extent required by accounting rules or guidelines);Bank for such year.

Annual Financial Statements. Within As soon as available, and in any event within 90 days after the end of each Fiscal YearYear (or, with respect to the first Fiscal Year in which the Acquisition Date occurs, 120 days), commencing with the Fiscal Year ending December 31, 2011, (1) (i) the audited consolidated balance sheets of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related audited consolidated statements of income, stockholders’ equity and cash flows of Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableYear, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; thereto (it being understood that all of the foregoing information may be furnished in the form of a Form 10-K and only the information required by such Form 10-K shall be required by this Section 5.1(c)(1)(i)) and (ii) a Financial Officer Certification with respect thereto and (2) with respect to such audited consolidated financial statements statements, a report thereon by an of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountant (or accountants) accountants of recognized national or regional standing selected by BorrowerHoldings, and reasonably satisfactory to Administrative Agent (the firm delivering such report, the “Accounting Firm”) (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards). Furthermore, Holdings and Tronox US shall use commercially reasonable efforts to cause the Accounting Firm to deliver concurrently with its report delivered pursuant to Section 5.1(c)(2) together with a written statement by such independent certified public accountants stating (1i) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2ii) to the extent the accountants agree to so provide, whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3iii) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)hereof;

Annual Financial Statements. Within 90 As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets sheet of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ ' equity and cash flows of Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerHoldings, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewithwith their audit examination, any condition or event that constitutes a Default or an Event of Default under Section 6.7 8 hereof has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) ; provided that nothing has come such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)audit examination;

Annual Financial Statements. Within 90 one hundred five (105) days after the end close of each Fiscal YearYear of the Administrative Borrower (or, commencing if earlier, fifteen (15) days after the date required to be filed with the Fiscal Year ending December 31, 2011SEC (without giving effect to any extension permitted by the SEC)), (i) the consolidated balance sheets sheet of the Administrative Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity income and retained earnings and statement of cash flows of Borrower and its Subsidiaries for such Fiscal Year, Year setting forth in each case in comparative form the corresponding figures for the previous preceding Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon certified by an Ernst & Young LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected or other independent certified public accountants reasonably acceptable to the Administrative Agent, accompanied by Borrower, and reasonably satisfactory to Administrative Agent an opinion of such accounting firm (which report opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to scope of audit all other than (w) a “going concern” exception or explanatory note resulting solely from an upcoming maturity of any Indebtedness occurring within one year from the most recent balance sheet date to which such opinion relates, (x) any actual or potential Default or Event of Default of any financial covenant under this Agreement and/or any other Indebtedness, and/or (y) the accompanying activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries) stating that in the course of its regular audit of the financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Administrative Borrower and its Subsidiaries 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 in connection with such consolidated financial statements has been made Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards) together with a written statement by , such independent certified public accountants stating (1) that their audit examination accounting firm obtained no knowledge of any Default or an Event of Default relating to financial or accounting matters which has included a review occurred and is continuing or, if in the opinion of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes such accounting firm such a Default or an Event of Default under Section 6.7 has come occurred and is continuing, a statement as to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3ii) management’s discussion and analysis of the important operational and financial developments during such Fiscal Year; provided, that nothing at any time the Administrative Borrower has come to their attention that causes them to believe that any Unrestricted Subsidiaries, that, individually or in the aggregate, with any other Subsidiary designated by the Administrative Borrower as an Unrestricted Subsidiary at any time after the Effective Date, would constitute a Significant Subsidiary, then the annual financial information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules this Section 8.01(b) shall include a reasonably detailed presentation, either on the face of the financial statements or guidelinesin the footnotes thereto, of the financial condition and results of operations of the Administrative Borrower and its Restricted Subsidiaries excluding the financial condition and results of operations of the Unrestricted Subsidiaries of the Administrative Borrower (although such separate presentation of financial information excluding the effects of Unrestricted Subsidiaries need not be audited);.

Annual Financial Statements. Within 90 As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Borrower Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableYear, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of KPMG LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerCompany, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 6.8 of this Agreement and the related definitionsAgreement, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate with respect to such Section 6.8 is not correct or that the matters set forth in such Compliance Certificate with respect to such Section 6.8 are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)hereof;

Annual Financial Statements. Within 90 days As soon as available, and in any event within the earlier of (i) the 100th day after the end of each Fiscal Year, commencing fiscal year of the Borrower and (ii) the day that is ten (10) Business Days after the date the Borrower's annual report on Form 10-K is required to be filed with the Fiscal Year ending December 31SEC, 2011, (i) the consolidated balance sheets as of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related fiscal year, a consolidated statements balance sheet, consolidated statement of income, consolidated statement of stockholders’ equity and consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablepreceding fiscal year, all such financial information described above to be in reasonable detailform and detail and prepared in accordance with GAAP, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements to be audited and accompanied by (i) a report thereon by an independent certified public accountant (and opinion of Ernst & Young LLP or accountants) another Registered Public Accounting Firm of nationally recognized national standing selected by Borrowerreasonably acceptable to the Required Lenders, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements and opinion shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standardsstandards and applicable Securities Laws and shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of any material misstatement and (ii) together an opinion of such Registered Public Accounting Firm independently assessing the Borrower’s internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard ▇▇. ▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ expressing a written conclusion that contains no statement by that there is a material weakness in such independent certified public accountants stating internal controls, except for such material weaknesses that have been (1x) disclosed to the Administrative Agent (it being understood that their audit examination has included the Borrower’s filing with the SEC of a review notice of such material weakness shall be deemed disclosure to the terms of Section 6.7 of this Agreement and Administrative Agent), who in turn discloses such material weaknesses to the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofLenders, and (3y) that nothing has come to their attention that causes them to believe that remedied or otherwise diligently addressed (or in the information contained in any Compliance Certificate is not correct or that process of being diligently addressed) by the matters set forth in such Compliance Certificate are not stated Borrower in accordance with recommendations made by the terms hereof (which statement may be limited to Borrower's external auditors in consultation with the extent required by accounting rules or guidelines);Borrower.

Annual Financial Statements. Within 90 As soon as available, and (i) in any event within 45 days after the Closing Date, the audited financial statements of Company for the Fiscal Year ended December 31, 2006; (ii) in any event within ninety (90) days after the end of each Fiscal Year, commencing with Year (other than the Fiscal Year ending ended December 31, 20112006), (i) the consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of incomeoperations, consolidating) statements of operations, stockholders’ equity and cash flows of Borrower Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing and, with respect to the first consolidated statement of operations, the corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all as modified from time to time by management and approved by the Board of Directors of Company, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; provided, however, that until Company has an operating Subsidiary, Company shall not be obligated to prepare consolidating financial statements and (iiiii) in any event within ninety (90) days after the end of each Fiscal Year, with respect to such consolidated financial statements (such statements to exclude the corresponding figures from the Financial Plan), a report thereon by an of Ernst & Young, LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerCompany, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) ), together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewithwith their audit, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come came to their attention that causes caused them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance Company failed to comply with the terms hereof terms, covenants, provisions or conditions of Sections 6.8(a), (which statement may be limited b) or (c) of this Agreement insofar as they relate to the extent required by accounting rules or guidelines)matters. Their report will indicate that their audit was not directed primarily towards obtaining knowledge of such noncompliance;

Annual Financial Statements. Within 90 within the earlier of (A) five Business Days after the date on which the ParentBorrower is required to file an annual report with the SEC with respect to any Fiscal Year and (B) 95 days after the end of each such Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (ia) the consolidated balance sheets of Borrower the ParentBorrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower the ParentBorrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableYear, all in reasonable detaildetail and certified by the chief financial officer of the ParentBorrower as fairly presenting, together with a Financial Officer Certification in all material respects, the financial condition of the ParentBorrower and a Narrative Report with respect theretoits Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; and (iib) with respect to such consolidated financial statements statements, a report thereon by an of PricewaterhouseCoopers LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerthe ParentBorrower, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower the ParentBorrower and its Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whetherthat, in connection therewithwith their audit examination, no knowledge was obtained of any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and6.2 or Section 6.9 or, if any such a condition or event has come to their attentionEvent of Default shall exist, specifying stating the nature and period of existence thereof, and status thereof (3) it being understood that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may shall be limited to the extent required by items that independent certified public accountants are permitted to cover in such statements pursuant to the professional standards and customs of the accounting rules or guidelinesprofession);

Annual Financial Statements. Within 90 Furnish Agent and each Lender within ninety (90) days after the end of each Fiscal Yearfiscal year of Loan Parties (or, commencing with if such due date is not a Business Day, then on the Fiscal Year ending December 31next Business Day), 2011financial statements of Loan Parties and their Subsidiaries on a consolidated basis, (i) including, but not limited to, statements of income and stockholders’ equity and cash flow from the consolidated beginning of the current fiscal year to the end of such fiscal year and the balance sheets of Borrower and its Subsidiaries sheet as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all prepared in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 their cash flows for the periods indicated in conformity accordance with GAAP applied on a basis consistent with prior years (except as otherwise disclosed practices, and in such financial statements) reasonable detail and that the examination reported upon without qualification by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such an independent certified public accountants stating accounting firm selected by Loan Parties and satisfactory to Agent (1) the “Accountants”); provided that their audit examination has included a review BDO USA, LLP is agreed to be satisfactory to Agent as of the terms Closing Date. The report of Section 6.7 the Accountants shall be accompanied by copies of this Agreement and all management letters, exception reports or similar letters or reports received by Loan Parties or their Subsidiaries from the related definitionsAccountants. In addition, (2) whetherthe reports shall be accompanied by a Compliance Certificate of a Responsible Officer of the Borrower which shall state that, in connection therewithbased on an examination sufficient to permit such Responsible Officer to make an informed statement, any condition or event that constitutes a no Default or an Event of Default under Section 6.7 has come to their attention andexists, or, if such a condition or event has come to their attentionis not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the nature and period steps being taken by Loan Parties with respect to such event. Loan Parties may elect to satisfy their obligations under the first sentence of existence thereofthis Section 9.06 with respect to any fiscal year in which the Parent is a reporting company under the Exchange Act by the filing of Parent’s Form 10-K with the SEC, and (3) that nothing has come the availability of same on the SEC’s website shall constitute “furnishing” to their attention that causes them to believe that Agent and Lenders of the information contained in any Compliance Certificate is not correct or that annual financial statements as required by the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited first sentence of this Section 9.06, subject to the extent time period required by accounting rules such first sentence of this Section 9.06. Agent shall have no obligation to monitor whether Loan Parties post reports, information and documents on the SEC’s website, or guidelines);collect any such reports, information and documents from the SEC’s website.

Annual Financial Statements. Within 90 days 100 days, after the end close of each Fiscal Year, commencing with fiscal year of the Fiscal Year ending December 31, 2011Lead Borrower, (i) the consolidated balance sheets sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ equity income and retained earnings and statement of cash flows of Borrower and its Subsidiaries for such Fiscal Year, fiscal year setting forth in each case in (commencing with the Lead Borrower’s fiscal year ending December 31, 2015) comparative form the corresponding figures for the previous Fiscal Year commencing with preceding fiscal year and certified, in the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such case of consolidated financial statements a report thereon statements, by an ▇▇▇▇▇ & ▇▇▇▇▇ LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, together with an opinion of such accounting firm (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) which demonstrates that (I) in the course of its regular audit of the financial statements of the Lead Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge of any Default or Event of Default relating to financial or accounting matters which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that II) such consolidated financial statements fairly present, present in all material respects, respects in accordance with U.S. GAAP the consolidated financial position condition of Borrower the Lead Borrowers and its Subsidiaries as at of the dates date indicated and the results of their operations and changes in 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofindicated, and (3ii) that nothing management’s discussion and analysis of the important operational and financial developments during such fiscal year. If the Lead Borrower or Holdings has come to their attention that causes them to believe that filed (within the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance time period required above) a Form 10-K with the terms hereof (which statement may be limited SEC for any fiscal year described above, then to the extent that such annual report on Form 10-K contains any of the foregoing items, the Lenders shall accept such Form 10-K in lieu of such items. In addition, notwithstanding the foregoing, the financial statements, information and other information and documents required to be provided as described in Section 9.01(a), (b) and (e), may be those of Holdings; provided that, if the financial information so furnished relates to Holdings, the same is accompanied by accounting rules or guidelines);a reasonably detailed description of the quantitative differences between the information relating to Holdings, on the one hand, and the information relating to the Lead Borrower and its Restricted Subsidiaries on a stand-alone basis, on the other hand.

Annual Financial Statements. Within 90 (i) As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011in which the Effective Date occurs, (i) all audited financial statements of HA INC (including all subsidiaries on a consolidated basis) required pursuant to the Exchange Act, including without limitation, its consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated sheets, statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for the HA INC (including all subsidiaries on a consolidated basis) as at the end of such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year Year, commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report management discussions and analysis with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of the independent certified public accountant (accounting or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent auditing firm (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries HA INC (including all subsidiaries on a consolidated basis) 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). (ii) Within ninety (90) days after the end of each Fiscal Year, an unaudited balance sheet and that related statements of operations showing the examination by such accountants in connection with such consolidated financial statements has been made position of Borrowers (including all subsidiaries (if any) on a consolidated basis) as of the close of such Fiscal Year and the results of its operations during such Fiscal Year and setting forth in comparative form the corresponding figures for the prior Fiscal Year, all certified by a Financial Officer of Borrowers as fairly presenting, in all material respects, the consolidated financial position and results of operations of Borrowers in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating GAAP (1) that their subject to normal year-end audit examination has included a review of the terms of Section 6.7 of this Agreement adjustments, consolidation entries and the related definitions, absence of footnotes and other required statements). (2iii) whether, in connection therewith, any condition Documents required to be delivered pursuant to Section 10.1.1(a) or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying 10.1.1(b) will be deemed delivered when posted on the nature U.S. Securities and period of existence thereof, and Exchange Commission’s website (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required any such documents are included in materials otherwise filed with the U.S. Securities and Exchange Commission) or may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on HA INC’s behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or sponsored by accounting rules Administrative Agent); provided that: (i) HA INC shall deliver paper copies of such documents to Administrative Agent on behalf of any Lender that reasonably requests delivery of such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or guidelines);such Lender and (ii) HA INC shall notify Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents to the Internet or intranet website or U.S. Securities and Exchange Commission’s website. Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by HA INC with any request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining copies of such documents.

Annual Financial Statements. Within 90 one hundred and twenty (120) days after the end of each Fiscal Year (or, in the case of the Fiscal Year ending December 31, 2019, one hundred and fifty (150) days after the end of such Fiscal Year), commencing with the Fiscal Year ending December 31, 20112019, (i) the consolidated balance sheets sheet of the Borrower and its the Subsidiaries and Unrestricted Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations and comprehensive (loss) income, changes in members’ or stockholders’ equity and cash flows of the Borrower and its the Subsidiaries and Unrestricted Subsidiaries for such Fiscal Year, setting forth forth, in each case case, in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detaildelivered pursuant to this Section 5.1(a), together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of independent certified public accountant (or accountants) accountants of recognized national or regional standing selected by the Borrower, and or another accounting firm reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall will not be unqualified subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern and concern” or like qualification or exception or any qualification or exception as to the scope of auditsuch audit (other than any such explanatory statement, qualification or exception with respect to (A) an upcoming maturity of the Term Loans or the Revolving Loans or (B) any actual or anticipated inability to satisfy the Financial Covenants)) and shall will state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower the Borrower, the Subsidiaries and its the Unrestricted Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);.

Annual Financial Statements. Within 90 As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated and, if prepared, consolidating balance sheets of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and, if prepared, consolidating) statements of income, stockholders’ equity and cash flows of Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of BDO ▇▇▇▇▇▇▇, LLP or other independent certified registered public accountant (or accountants) accountants of recognized national standing selected by BorrowerHoldings, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of auditaudit (and shall not contain any explanatory paragraph or paragraph of emphasis with respect to going concern), and shall state that such consolidated financial statements fairly present, 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 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 audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board) together with a written statement by such independent certified registered public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitionsAgreement, (2) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate with respect to Section 6.7 is not correct or that the matters set forth in such Compliance Certificate with respect to Section 6.7 are not stated in accordance with the terms hereof, (3) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (34) that nothing has come if Holdings is then subject to their attention that causes them to believe that Section 404 of the information contained in any Compliance Certificate is not correct or that ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, a report on the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)effectiveness of Holdings’ internal control over financial reporting;

Annual Financial Statements. Within 90 days after the end close of each Fiscal Yearfiscal year of Holdings (120 days in the case of Holdings’ fiscal year ending September 30, commencing with the Fiscal Year ending December 31, 20112012), (i) the consolidated balance sheets sheet of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ equity income and retained earnings and statement of cash flows of Borrower and its Subsidiaries for such Fiscal Year, fiscal year setting forth in each case in (commencing with Holdings’ fiscal year ending September 30, 2012) comparative form the corresponding figures for the previous Fiscal Year commencing with preceding fiscal year and comparable forecasted figures for such fiscal year based on the first Fiscal Year for which such corresponding figures are availableforecasts delivered pursuant to Section 9.01(d) or in the case of the fiscal year ending September 30, all 2012, delivered to the Administrative Agent prior to the Closing Date and certified, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such the case of consolidated financial statements a report thereon statements, by an PriceWaterhouse Coopers LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, together with an opinion of such accounting firm (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) which demonstrates that (I) in the course of its regular audit of the financial statements of Holdings and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge of any Default or Event of Default relating to financial or accounting matters which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that II) such consolidated financial statements fairly present, present in all material respects, respects in accordance with U.S. GAAP the consolidated financial position condition of Borrower Holdings and its Subsidiaries as at of the dates date indicated and the results of their operations and changes in 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofindicated, and (3ii) that nothing management’s discussion and analysis of the important operational and financial developments during such fiscal year. If Holdings has come to their attention that causes them to believe that filed (within the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance time period required above) a Form 10-K with the terms hereof (which statement may be limited SEC for any fiscal year described above, then to the extent required by accounting rules or guidelines);that such annual report on Form 10-K contains any of the foregoing items, the Lenders shall accept such Form 10-K in lieu of such items.

Annual Financial Statements. Within 90 As soon as available, and in any event no later than five (5) days after the end of each Fiscal Yeardate on which the Borrower is required, under the Exchange Act, to file its Annual Report on Form 10-K with the SEC, commencing with the Fiscal Year ending December 31, 2011in which the Closing Date occurs, (i) the consolidated Consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated Consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Model for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated Consolidated financial statements a report thereon by an of Deloitte LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent Borrower (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated Consolidated financial statements fairly present, in all material respects, the consolidated Consolidated financial position of the Borrower and its Subsidiaries 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 in connection with such consolidated Consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 6.07 of this Agreement and the related definitions, definitions and (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under due to a breach of the covenants contained in Section 6.7 6.07 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. Within 90 Deliver to Agent within ninety (90) days after the end of each Fiscal Yearfiscal year of DZSI and its Subsidiaries, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets financial statements of Borrower DZSI and its Subsidiaries on a consolidating and Consolidated Basis including, but not limited to, consolidated and consolidating statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the consolidated and consolidating balances sheet as at the end of such Fiscal Year and the related consolidated statements of incomefiscal year, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements balance sheets shall be unqualified as to going concern true, complete and scope of audit, correct in all material respects and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower DZSI and its Subsidiaries on a consolidating and Consolidated Basis as at of the dates indicated date thereof and the results of their operations for DZSI and their cash flows its Subsidiaries on a consolidating and Consolidated Basis for the periods indicated such fiscal year and prepared in conformity accordance with GAAP applied on a basis consistent with prior years (except as otherwise disclosed practices, and in such financial statements) and that the examination by such accountants in connection with reasonable detail, which such consolidated financial statements has been made in accordance with generally accepted auditing standardsbalance sheet, income statement, statement of cash flow, and statement of shareholder’s equity shall be audited by and be reported and opined upon without any qualifications (including any (A) together with “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a written statement condition to the removal of such qualification, would require an adjustment to such item) by such an independent certified public accountants stating accounting firm selected by Loan Parties and satisfactory to Agent (1) the “Accountants”); provided that, it is agreed by the parties hereto that their audit examination has included a review PricewaterhouseCoopers shall be acceptable as the Accountants. The report of the terms of Section 6.7 of this Agreement and Accountants shall be accompanied by any Accountants’ letter to management (if prepared). In addition, the related definitions, (2) whether, in connection therewith, any condition or event that constitutes reports shall be accompanied by a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);Certificate.

Annual Financial Statements. Within 90 one hundred and twenty (120) days after the end of each Fiscal Year (or, in the case of the Fiscal Year ending December 31, 2019, one hundred and fifty (150) days after the end of such Fiscal Year), commencing with the Fiscal Year ending December 31, 20112019, (i) the consolidated balance sheets sheet of the Borrower and its the Subsidiaries and Unrestricted Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations and comprehensive (loss) income, changes in members’ or stockholders’ equity and cash flows of the Borrower and its the Subsidiaries and Unrestricted Subsidiaries for such Fiscal Year, setting forth forth, in each case case, in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detaildelivered pursuant to this Section 5.1(a), together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of independent certified public accountant (or accountants) accountants of recognized national or regional standing selected by the Borrower, and or another accounting firm reasonably satisfactory to the Administrative Agent (which report and/or (other than such report delivered in connection with the accompanying financial statements shall for the Fiscal Year ended December 31, 2022) will not be unqualified subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern and concern” or like qualification or exception or any qualification or exception as to the scope of auditsuch audit (other than any such explanatory statement, qualification or exception with respect to (A) an upcoming maturity of the Term Loans or the Revolving Loans or (B) any actual or anticipated inability to satisfy the Financial Covenants)) and shall will state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower the Borrower, the Subsidiaries and its the Unrestricted Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);.

Annual Financial Statements. Within 90 As soon as available, and in any event within seventy-five (75) days (or not later than the date on which consolidated financial statements for such period are required to be delivered to the SEC under the Securities Laws) after the end of each Fiscal Year, commencing with Year of the Fiscal Year ending December 31, 2011, Borrower: (i) a copy of the annual audit report of the Borrower for such Fiscal Year containing, on a consolidated basis, a balance sheets sheet and statements of Borrower income, retained earnings and its Subsidiaries cash flows as at the end of such Fiscal Year and for the related consolidated statements Fiscal Year then ended, in each case setting forth in comparative form the figures for the preceding Fiscal Year, all in reasonable detail and audited and certified on an unqualified basis by Deloitte & Touche LLP or by other independent registered public accounting firm of incomerecognized standing selected by the Borrower and reasonably acceptable to the Agent, stockholders’ equity to the effect that such report has been prepared in accordance with GAAP and cash flows shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of any material misstatement and (ii) an opinion of such Registered Public Accounting Firm independently assessing the Company’s internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard ▇▇. ▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇; and (iii) a copy of the annual unaudited report of the Borrower and its Subsidiaries for such Fiscal YearYear containing, setting forth on a consolidating basis balance sheets and statements of income, retained earnings and cash flows as at the end of such Fiscal Year and for the Fiscal Year then ended, in each case setting forth in comparative form the corresponding figures for the previous preceding Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableYear, all and in reasonable detaildetail certified by the chief financial officer or Vice President, together Treasury of the Borrower to have been prepared in accordance with a Financial Officer Certification GAAP (except for the absence of footnotes and a Narrative Report with respect thereto; subject to normal year-end audit adjustments) and (ii) with respect to such consolidated fairly present the financial statements a report thereon by an independent certified public accountant (or accountants) condition and results of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or operation of the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as Subsidiaries, on a consolidating basis at the dates indicated date 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)Fiscal Year then ended;

Annual Financial Statements. Within 90 (1) As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, commencing with Year (or such earlier period as required by the Fiscal Year ending December 31, 2011rules and regulations of the Exchange Act), (i) the consolidated and consolidating balance sheets of Borrower and its Subsidiaries (excluding, for the avoidance of doubt, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇) as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by of KGS LLP in respect of the Fiscal Year ended December 31, 2007 and thereafter, an independent certified public accountant (or accountants) of recognized national standing as selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement statement, during the normal course of the annual audit, by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, whether any condition or event that constitutes a Default or an Event of Default under in respect of Section 6.7 6.07 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, thereof or a similar written statement reasonably acceptable to the Administrative Agent; and (32) that nothing has come in addition to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that foregoing, a copy of Borrower’s annual report on Form 10-K for the matters set forth in such Compliance Certificate are not stated in accordance applicable Fiscal Year as filed by Borrower with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)Securities and Exchange Commission;

Annual Financial Statements. Within As soon as available, and in any event within 90 days after the end of each the Company’s Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of Ernst & Young LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerthe Company, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitionsCredit Documents, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct in any material respect or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)hereof;

Annual Financial Statements. Within 90 five Business Days after the date on which the Company files or is required to file its Form 10-K under the Exchange Act (but without giving effect to any extension pursuant to Rule 12b-25 under the Exchange Act (or any successor rule) or otherwise) (or, if the Company is not required to file a Form 10-K under the Exchange Act, within 120 days after the end of each Fiscal Year, ) commencing with the Fiscal Year ending December 31, 20112021, (i) the consolidated balance sheets sheet of Borrower the Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ stockholder’s equity and cash flows of Borrower the Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableYear, all prepared in accordance with GAAP and in reasonable detail, together with (ii) a Financial Officer Certification narrative report describing the financial condition and a Narrative Report with respect thereto; results of operations of the Company and its Subsidiaries in form and substance reasonably satisfactory to Administrative Agent, and (iiiii) with respect to such consolidated financial statements a report thereon by an of independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerthe Company, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower the Company and its Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement the Credit Documents, and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 6.8 or otherwise with respect to accounting matters has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. Within 90 As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, commencing with Year (other than in respect of the Fiscal Year ending December 31, 20112020, in which case one hundred eighty one (181) days), (i) the consolidated and consolidating balance sheets of Borrower Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, stockholdersconsolidating) statements of income, Shareholders’ equity Equity and cash flows of Borrower Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect theretothereto and any other operating reports prepared by management for such period; and (ii) with respect to such consolidated financial statements a report thereon by of an independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerParent, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower Parent and its Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement the Loan Documents and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, thereof (such report shall also include (x) a detailed summary of any audit adjustments; (y) a reconciliation of any audit adjustments or reclassifications to the previously provided monthly or quarterly financials; and (3z) that nothing has come to their attention that causes them to believe that the information contained in restated monthly or quarterly financials for any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance impacted periods); provided that, Parent’s filing of a Yearly Report on Form 10-K with the terms hereof (SEC shall be deemed to satisfy the requirements of this Section 6.01(c) on the date on which statement may be limited to such report is first available via the extent required by accounting rules SEC’s E▇▇▇▇ system or guidelines);a successor system related thereto.

Annual Financial Statements. Within 90 As soon as available and in any event within five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (but in any event on or before the date that is one hundred twenty (120) days after the end of each Fiscal Yearsuch fiscal year), commencing with the Fiscal Year ending December 31, 2011, (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such Fiscal Year fiscal year, and the related consolidated statements of incomeoperations, stockholdersshareholders’ equity and cash flows (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements (for the avoidance of doubt, the Borrower shall be deemed to have satisfied the reconciliation requirement if the financial statements provide in one or more footnotes the financial information for the Unrestricted Subsidiaries, the Restricted Subsidiaries and the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, on a consolidated basis)) all in reasonable detaildetail and prepared in accordance with GAAP, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) and, except with respect to such consolidated financial statements a report thereon reconciliation, certified by an independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements whose opinion shall not be unqualified as to going concern and materially qualified with a scope of auditaudit or “going concern” explanatory paragraph or like qualification or exception (other than an emphasis of matter paragraph) (other than with respect to, and shall state that or resulting from, (x) the occurrence of an upcoming maturity date of any Indebtedness within one (1) year of such consolidated opinion or (y) any prospective default of any financial statements fairly present, in all material respectsmaintenance covenant). Notwithstanding the foregoing, the consolidated obligations in this Section 9.1(a) may be satisfied with respect to financial position information of the Borrower and its consolidated Subsidiaries as at by furnishing the dates indicated and Borrower’s Form 10-K filed with 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 SEC; provided that if such financial information required to be provided under the first sentence of this Section 9.1(a) is included in the notes to the financial statements) and that the examination by , such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement are accompanied by such an opinion of independent certified public accountants stating whose opinion shall not be materially qualified with a scope of audit or “going concern” explanatory paragraph or like qualification or exception (other than an emphasis of matter paragraph) (other than with respect to, or resulting from, (x) the occurrence of an upcoming maturity date of any Indebtedness within one (1) that their audit examination has included a review year of the terms such opinion or (y) any prospective or actual default of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelinesfinancial maintenance covenant);.

Annual Financial Statements. Within 90 As soon as available, and in any event within 120 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 20112017, (i) the consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year Year, commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of KPMG or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent the Borrower (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of auditaudit (other than solely with respect to, or resulting solely from, (x) an upcoming maturity date for any Indebtedness occurring within one year from the time such report is delivered or (y) a potential Default with respect to the financial covenant set forth in Section 6.7 of the Opco Credit Agreement), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);.

Annual Financial Statements. Within As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011in which the Closing Date occurs, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year Year, commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by of an independent certified public accountant (or accountants) accounting firm of recognized national standing selected by Borrower, and reasonably satisfactory to the Requisite Lenders and Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of auditaudit (except for qualifications solely with respect to the pending maturities of Borrower’s indebtedness, its recurring net losses and its excess of liabilities over its assets, in each case relating solely to the financial statements for the Fiscal Year ending immediately prior to the stated final maturity of the Term Loans), and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review the standards of the terms of Section 6.7 of this Agreement and the related definitions, Public Company Accounting Oversight Board (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelinesUnited States));

Annual Financial Statements. Within 90 days after the end On an annual basis, FOX will deliver to CODI drafts of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated financial statements of income, stockholders’ equity FOX (and cash flows of Borrower and its Subsidiaries notes thereto) for such Fiscal Yearyear, setting forth in each case in comparative form the corresponding consolidated figures (and notes thereto) for the previous Fiscal Year commencing fiscal years, prepared in accordance with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification Article 10 of Regulation S-X and a Narrative Report with respect thereto; GAAP and (ii) a discussion and analysis by management of FOX’s financial condition and results of operations for such year, including, without limitation, an explanation of any material period-to-period changes and any off-balance sheet transactions, prepared in accordance with respect Item 303(a) and 305 of Regulation S-K. The information set forth in (i) and (ii) above is referred to in this Agreement as the “FOX Annual Financial Statements.” As soon as reasonably possible and with sufficient time f or CODI to incorporate such consolidated information into its own audited annual financial statements a report thereon filed with the SEC (the “CODI Annual Statements”), FOX will deliver to CODI the final form of the FOX Annual Financial Statements, certifications thereof by the principal executive and financial officers of FOX in substantially the forms required under the SEC rules for periodic reports and an opinion on the FOX Annual Financial Statements by FOX’s independent certified public accountant (or accountants) of recognized national standing selected by Borrower; provided, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audithowever, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention andFOX may, if necessary, continue to revise such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited FOX Annual Financial Statements prior to the extent required filing thereof in order to make corrections, updates and changes, which corrections, updates and changes, if substantive, will be delivered by accounting rules or guidelines);FOX to CODI as soon as reasonably possible. At CODI’s request, FOX’s representatives will consult and discuss with CODI’s representatives any such corrections, updates and changes.

Annual Financial Statements. Within 120 days after the end of the first Fiscal Year following the Closing Date and within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011thereafter, (i) the consolidated balance sheets sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholdersshareholders’ equity and cash flows of the Lead Borrower and its Subsidiaries for such Fiscal Year, Year and setting forth (commencing with the Fiscal Year ending on or around December 31, 2018), in each case reasonable detail, in comparative form the corresponding figures for the previous Fiscal Year commencing with (which, for comparison against the first figures for the Fiscal Year for which such corresponding ending on or around December 31, 2017, may be based on figures are available, all in reasonable detail, together with derived from a Financial Officer Certification combined or other pro forma presentation of any predecessor and a Narrative Report with respect thereto; successor periods as reasonably determined by the Lead Borrower) and (ii) with respect to such consolidated financial statements statements, (A) a report thereon by an from the Company’s certified public accountant commencing with the Fiscal Year ending on or around December 31, 2017, or any nationally recognized independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to “going concern concern” (other than resulting from the impending maturity of any Indebtedness or any actual or prospective breach of any financial covenant) and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Lead Borrower and its Subsidiaries as at the dates indicated and the results of their operations its income and their cash flows for the periods indicated in conformity with GAAP applied on and (B) at the option of the Lead Borrower, either (i) a basis consistent Narrative Report with prior years respect to such Fiscal Year, or (except as otherwise disclosed in such ii) a conference call with the Lenders, hosted by the Administrative Agent, which call shall be held after delivery of the applicable financial statements) , during normal business hours and that otherwise at a time mutually agreed between the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement Lead Borrower and the related definitions, Administrative Agent for the applicable Fiscal Year (2) whether, in connection therewith, any condition or event it being agreed that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if at least one such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance conference call with the terms hereof (which statement may Lenders shall be limited to the extent required by accounting rules or guidelinesheld in each calendar year, commencing with 2018);

Annual Financial Statements. Within As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, consolidated stockholders’ equity and consolidated cash flows of Borrower Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect theretothereto (provided, however, that Company may deliver a copy of Company’s Form 10-K Report filed with the Securities and Exchange Commission to the Collateral Agent to satisfy any of the foregoing requirements, to the extent such Form 10-K Report satisfies such specific requirement; it being understood that delivery of a Form 10-K Report shall not be sufficient to satisfy all of the requirements set forth in this Section 5.1(c) unless and to the extent such Form 10-K Report satisfies each requirement set forth in this Section 5.1(c)); and (ii) with respect to such consolidated financial statements a report thereon by an of Ernst & Young LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerCompany, and reasonably satisfactory to Administrative Collateral Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. Within 90 The Borrower shall deliver to the WIFIA Credit Provider, as soon as available, but no later than one hundred eighty (180) days after the end of each Borrower Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, : (i) a copy of the consolidated audited income statement and balance sheets sheet of the Borrower and its Subsidiaries as at of the end of such Borrower Fiscal Year and the related consolidated audited statements of income, stockholders’ equity operations and of cash flows flow of the Borrower and its Subsidiaries for such Borrower Fiscal Year, (A) setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with fiscal year, (B) certified without qualification or exception, or qualification as to the first Fiscal Year for scope of the audit, by an independent public accounting firm selected by the Borrower and (C) which such corresponding figures are available, shall be complete and correct in all material respects and shall be prepared in reasonable detaildetail and in accordance with GAAP applied consistently throughout the periods reflected therein (except, together with a Financial Officer Certification and a Narrative Report with respect theretoto the annual financial statements, for changes approved or required by the independent public accountants certifying such statements and disclosed therein); and provided that the failure of the Borrow to furnish the audited financial statements required herein within such one hundred eighty (180)-day period shall not constitute a Default or Event of Default so long as the Borrower furnishes to the WIFIA Credit Provider such financial statements within ninety (90) days after the end of such period; and (ii) together with respect each delivery of such annual audited financial statements, a certificate signed by the Borrower’s Authorized Representative, stating whether or not, to such consolidated financial statements a report thereon the Borrower’s knowledge, during the annual period covered by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, there occurred any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if any such a condition Default or event has come to their attentionEvent of Default shall have occurred during such period, specifying the nature of such Default or Event of Default and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe the actions that the information contained Borrower has taken or intends to take in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);respect thereof.

Annual Financial Statements. Within 90 As soon as available and in any event within ninety (90) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011fiscal year of Company, (i) the consolidated balance sheets audited Consolidated financial statements of Borrower Company and its Company’s Subsidiaries as at of the end of such Fiscal Year year, fairly presenting Company’s financial position, which statements shall consist of a balance sheet and the related consolidated statements of income, stockholders’ equity equity, and cash flows flow covering the period of Borrower and its Subsidiaries for such Fiscal YearCompany’s immediately preceding fiscal year, setting forth in each case in setting forth comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablepreceding fiscal year, all in reasonable detaildetail and prepared in accordance with GAAP, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated audited Consolidated financial statements to be accompanied by (a) a report thereon by an independent certified public accountant (or accountants) and opinion of a Registered Public Accounting Firm of nationally recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements and opinion shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standards) together standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review respect to the absence of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, material misstatement and (3b) that nothing has come to their attention that causes them to believe that an opinion of such Registered Public Accounting Firm independently assessing the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated Company’s internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, Public Company Accounting Oversight Board Auditing Standard No. 2, and Section 404 of the terms hereof (▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 expressing a conclusion that contains no statement that there is a material weakness in such internal controls, except for such material weaknesses as to which statement may the Administrative Agent does not object, and such financial statements to be limited certified by the chief executive officer, chief financial officer, treasurer or controller of the Company to the extent required effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the Company and its Subsidiaries; and (ii) upon request by accounting rules or guidelines);the Administrative Agent, internally prepared Consolidating financial statements of Company and Company’s Subsidiaries as of the end of such year which statements shall consist of a balance sheet and related statements of income covering the period of Company’s immediately preceding fiscal year, all in reasonable detail.

Annual Financial Statements. Within 90 days after the end close of each Fiscal Year, Year (commencing with the its Fiscal Year ending December 31, 20112016), (i) the consolidated balance sheets sheet of Borrower the Company and its Subsidiaries (which, for purposes of this Section 9.01(c), may include Unrestricted Subsidiaries, in each case to the extent that such Persons are required to be consolidated with the Company and its Subsidiaries in the Company’s consolidated financial statements in accordance with GAAP) as at the end of such Fiscal Year and the related consolidated statements of income, income and stockholders’ equity and statement of cash flows of Borrower and its Subsidiaries for such Fiscal YearYear setting forth, setting forth in each case in comparative form the corresponding figures for the previous preceding Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon audited by an ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected standing, accompanied by Borrower, and reasonably satisfactory to Administrative Agent a report of such accounting firm (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of auditaudit (other than with respect to, or resulting from, (x) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period or (y) an upcoming maturity date under Indebtedness that is scheduled to occur within one year from the time such report and opinion are delivered), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower the Company and its Subsidiaries 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 audit by such accountants in connection with such consolidated financial statements has been made in accordance with auditing standards generally accepted auditing standards) together in the United States and, concurrently with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review the delivery of the terms financial statements referred to in this Section 9.01(c), a report of Section 6.7 of this Agreement and the related definitions, (2) whether, independent auditors reporting on such financial statements stating that in connection therewithwith their audit, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come came to their attention that causes caused them to believe that the information contained in any Compliance Certificate is not correct Company failed to comply with the terms, covenants, provisions or that the matters set forth conditions of Section 10.07(a), insofar as they relate to accounting matters, except as may be specified in such Compliance Certificate are not stated in accordance with the terms hereof report (which statement may it being understood that such report shall be limited to the extent items that the independent auditors are permitted to cover in such reports pursuant to their professional standards), and (ii) management’s discussion and analysis of the important operational and financial developments during such Fiscal Year; provided, that, if the Company has filed with the SEC its annual report on Form 10-K for the respective Fiscal Year containing management’s discussion and analysis of financial condition and results of operations (which includes the financial condition and results of operations of the Company and its Subsidiaries) as required by accounting rules or guidelines);Item 303 of Regulation S-K, such report shall be deemed to meet the requirement that the Company provide management’s discussion and analysis of the important operational and financial developments as otherwise required above for the respective Fiscal Year.

Annual Financial Statements. Within As soon as available and in any event within 90 days after the end close of each Fiscal Year, commencing fiscal year of the Borrower beginning with the Fiscal Year fiscal year ending December 31, 20112017, (i) the consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, of stockholders’ equity and of cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in setting forth comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablepreceding fiscal year, all in reasonable detail, together with a Financial Officer Certification detail and a Narrative Report with respect thereto; accompanied by management’s discussion and (ii) analysis of such financial statements and the opinion with respect to such consolidated financial statements a report thereon by an of independent certified public accountant (or accountants) accountants of recognized national standing selected by the Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements opinion shall be unqualified as (other than any qualification that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness or (B) any potential inability to going concern and scope of audit, satisfy a financial maintenance covenant under any Indebtedness on a future date or in a future period) and shall (i) state that such accountants audited such consolidated financial statements fairly presentin accordance with generally accepted auditing standards, that such accountants believe that such audit provides a reasonable basis for their opinion, and that in their opinion such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated end of such fiscal year and the consolidated results of their operations and their cash flows for the periods indicated such fiscal year in conformity with GAAP applied on a basis consistent generally accepted accounting principles, or (ii) contain such statements as are customarily included in unqualified reports of independent accountants in conformity with prior years the recommendations and requirements of the American Institute of Certified Public Accountants (except as otherwise disclosed in such financial statements) and or any successor organization); provided, however, that the examination Borrower may also comply with this subpart by publishing, and if so published shall be deemed to have delivered on such accountants in connection with date, such consolidated financial statements has been made in accordance with generally accepted auditing standardsand reports on its internet website, the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review or any successor filing system of the terms of Section 6.7 of this Agreement SEC or in another publicly accessible electronic database and giving the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence Administrative Agents notice thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);.

Annual Financial Statements. Within 90 days after As soon as practicable, and in any event no later than the end earlier of each Fiscal Year, commencing (x) ten (10) Business Days prior to the date on which Cal Dive is required to file a Form 10-K or other document containing its Annual Financial Statements with the Fiscal Year ending December 31SEC, 2011and (y) ten (10) Business Days prior to the date on which Helix has notified Cal Dive that Helix intends to file its Form 10-K or other document containing annual financial statements with the SEC, Cal Dive will deliver to Helix (iA) drafts of the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated financial statements of income, stockholders’ equity the Cal Dive Group (and cash flows of Borrower and its Subsidiaries notes thereto) for such Fiscal Yearyear, setting forth in each case in comparative form the corresponding consolidated figures (and notes thereto) for the previous Fiscal Year commencing fiscal year and all in reasonable detail and prepared in accordance with Regulation S-X and GAAP, and (B) a discussion and analysis by Cal Dive’s management of the first Fiscal Year Cal Dive Group’s financial condition and results of operations for which such corresponding figures are availableyear, including, without limitation, an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail, together with a Financial Officer Certification detail and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standardsItem 303(a) together with a written statement by of Regulation S-K. The information set forth in clauses (A) and (B) above is referred to in this Agreement as the “Annual Financial Statements.” Cal Dive will deliver to Helix all revisions to such independent certified public accountants stating drafts as soon as any such revisions are prepared or made. No later than the earlier of (1) that their audit examination has included a review of five (5) Business Days prior to the terms of Section 6.7 of this Agreement date Cal Dive publicly files the Annual Financial Statements with the SEC or otherwise makes such Annual Financial Statements publicly available, and the related definitions, (2) whetherfive (5) Business Days prior to the date on which Helix has notified Cal Dive that Helix intends to file its annual financial statements with the SEC, Cal Dive will deliver to Helix the final form of the Cal Dive Annual Financial Statements and certifications thereof by the principal executive and financial officers of Cal Dive in connection therewiththe forms required under SEC rules for periodic reports; provided, any condition or event however, that constitutes a Default or an Event of Default under Section 6.7 has come Cal Dive may continue to their attention and, if revise such a condition or event has come Annual Financial Statements prior to their attention, specifying the nature filing thereof in order to make corrections and period of existence thereofnon-substantive changes which corrections and changes will be delivered by Cal Dive to Helix as soon as practicable, and in any event within eight (8) hours thereafter; provided, further, that Helix and Cal Dive financial Representatives will actively consult with each other regarding any changes (whether or not substantive) which Cal Dive may consider making to the Annual Financial Statements and related disclosures during the three (3) that nothing has come Business Days immediately prior to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance anticipated filing with the terms hereof (SEC, with particular focus on any changes which statement may would have an effect upon Helix’s financial statements or related disclosures. In addition to the foregoing, no Annual Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to, Helix’s ownership interest in Cal Dive or the Separation will be limited filed with the SEC or otherwise made public by any Cal Dive Group member without the prior written consent of Helix, except to the extent required by accounting rules or guidelinesapplicable law. In any event, Cal Dive will deliver to Helix, no later than three (3) Business Days prior to the date on which Helix has notified Cal Dive that Helix intends to file its annual financial statements with the SEC, the final form of the Annual Financial Statements accompanied by an opinion thereon by Cal Dive’s independent certified public accountants. Notwithstanding anything to the contrary in this Section 4.1(a)(v);, Cal Dive will file the Annual Financial Statements with the SEC on the same date and at substantially the same time that Helix files its annual financial statements with the SEC unless otherwise required by applicable law.

Annual Financial Statements. Within 90 Furnish to the holders of the Notes, as soon as available, but in any event within 120 days after the end close of each Fiscal Yearfiscal year of the Company, commencing with duplicate signed copies of an audit report prepared and certified (without qualification as to the Fiscal Year ending December 31scope of the audit) by KPMG, 2011LLP or another firm of independent certified public accountants of national standing selected by the Company and satisfactory to the holders of the Notes, (i) which report shall include a consolidated and consolidating balance sheet of the consolidated balance sheets of Borrower Company and its Subsidiaries as at the end of such Fiscal Year year, consolidated and the related consolidated consolidating statements of income, stockholders’ equity income and retained earnings of the Company and its Subsidiaries and consolidated and consolidating statements of cash flows of Borrower the Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form reflecting the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableoperations during said year, all in reasonable detaildetail and setting forth comparable figures for the preceding fiscal year, together with which report shall be accompanied by a Financial Officer Certification statement by such accounting firm certifying that in making the examination upon which such report was based, no information came to its attention which to its knowledge indicated a default under this Agreement had occurred or specifying any such default. The Company shall also furnish to the holders of the Notes, as soon as available, but in any event within 120 days after the close of each fiscal year of Telcom, duplicate signed copies of an audit report prepared and a Narrative Report with respect thereto; and certified (iiwithout qualification as to the scope of the audit) with respect to such consolidated financial statements a report thereon by an KPMG, LLP or another firm of independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrower, Telcom and reasonably satisfactory to Administrative Agent (the holders of the Notes, which report and/or the shall include a consolidated and accompanying financial statements shall be unqualified as to going concern and scope supplementary consolidating balance sheet of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower Telcom and its Subsidiaries subsidiaries as at the dates indicated end of such year, consolidated and the results accompanying supplementary consolidating statements of their operations income and their retained earnings of Telcom and its subsidiaries and consolidated and accompanying supplementary consolidating statements of cash flows of Telcom and its subsidiaries reflecting the operations during said year, all in reasonable detail and setting forth comparable figures 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);preceding fiscal year.

Annual Financial Statements. Within 90 days after (or, in the end case of each Fiscal Year, commencing with the Fiscal Year fiscal year ending December 31, 20112013, 120) days after the close of each fiscal year of the Borrower, (i) the consolidated balance sheets sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ operations and income and stockholder’s equity and statement of cash flows of Borrower and its Subsidiaries for such Fiscal Year, fiscal year setting forth in each case in (commencing with the Borrower’ fiscal year ending December 31, 2013) comparative form the corresponding figures for the previous Fiscal Year commencing with preceding fiscal year and comparable forecasted figures for such fiscal year based on the first Fiscal Year for which such corresponding figures are availableforecasts delivered pursuant to Section 9.01(d) or in the case of the fiscal year ending December 31, all 2013, delivered to the Administrative Agent prior to the Closing Date and certified, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such the case of consolidated financial statements a report thereon statements, by an KPMG LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, together with an opinion of such accounting firm (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) which demonstrates that (I) in the course of its regular audit of the financial statements of the Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge of any Default or Event of Default relating to financial or accounting matters which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that II) such consolidated financial statements fairly present, present in all material respects, respects in accordance with U.S. GAAP the consolidated financial position condition of the Borrower and its Subsidiaries as at of the dates date indicated and the results of their operations and changes in 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofindicated, and (3ii) that nothing management’s discussion and analysis of the important operational and financial developments during such fiscal year. If the Borrower has come to their attention that causes them to believe that filed (within the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance time period required above) a Form 10-K with the terms hereof (which statement may be limited SEC for any fiscal year described above, then to the extent required by accounting rules or guidelines);that such annual report on Form 10-K contains any of the foregoing items, the Lenders shall accept such Form 10-K in lieu of such items.

Annual Financial Statements. Within 90 Furnish Agent within ninety (90) days after the end of each Fiscal Yearfiscal year of Loan Parties, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets financial statements of Borrower Holdings and its Subsidiaries on a consolidating and consolidated basis including, but not limited to, statements of income and stockholders' equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all prepared in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 their cash flows for the periods indicated in conformity accordance with GAAP applied on a basis consistent with prior years practices, and in reasonable detail and reported upon without qualification by the Loan Parties' Accountants The report of the Loan Parties' Accountants shall be accompanied by a statement of the Loan Parties' Accountants certifying that (except as otherwise disclosed i) they have caused the Loan Agreement to be reviewed, (ii) in such financial statements) and that making the examination by upon which such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that report was based either no information came to their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or attention which to their knowledge constituted an Event of Default or a Default under Section 6.7 has come to their attention andthis Agreement or any related agreement or, if such a condition or event has come information came to their attention, specifying the nature any such Default or Event of Default, its nature, when it occurred and period of existence thereofwhether it is continuing, and (3) that nothing has come such report shall contain or have appended thereto calculations which set forth Loan Parties' compliance with the covenant set forth on the Financial Covenants Rider. In addition, the reports shall be accompanied by a certificate of each Loan Party's Chief Financial Officer which shall state that, based on an examination sufficient to their attention that causes them permit him to believe that the information contained in any Compliance Certificate make an informed statement, no Default or Event of Default exists, or, if such is not correct the case, specifying such Default or that Event of Default, its nature, when it occurred, whether it is continuing and the matters steps being taken by Loan Parties with respect to such event, and such certificate shall have appended thereto calculations which set forth in such Compliance Certificate are not stated in accordance Loan Parties' compliance with the terms hereof (which statement may be limited to covenants set forth on the extent required by accounting rules or guidelines);Financial Covenants Rider.

Annual Financial Statements. Within 90 within the earlier of (A) five Business Days after the date on which the Parent is required to file an annual report with the SEC with respect to any Fiscal Year and (B) 95 days after the end of each such Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (ia) the consolidated balance sheets of Borrower the Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower the Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availableYear, all in reasonable detaildetail and certified by the chief financial officer of the Parent as fairly presenting, together with a Financial Officer Certification in all material respects, the financial condition of the Parent and a Narrative Report with respect theretoits Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; and (iib) with respect to such consolidated financial statements statements, a report thereon by an of PricewaterhouseCoopers LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by Borrowerthe Parent, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower the Parent and its Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whetherthat, in connection therewithwith their audit examination, no knowledge was obtained of any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and6.2 or Section 6.9 or, if any such a condition or event has come to their attentionEvent of Default shall exist, specifying stating the nature and period of existence thereof, and status thereof (3) it being understood that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may shall be limited to the extent required by items that independent certified public accountants are permitted to cover in such statements pursuant to the professional standards and customs of the accounting rules or guidelinesprofession);

Annual Financial Statements. Within 90 As soon as available, but in any event within 120 days after the end of each Fiscal Yearfiscal year thereafter of the Parent, commencing with the Fiscal Year ending December 31, 2011, (i) the a consolidated balance sheets sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, assumption or exception or any qualification or exception as to the scope of such audit (other than as a result of a current maturity of the Term Loans, the ABL Facility or the 2029 Notes); provided that if the Parent switches from one independent certified public accounting firm to another, the audit report of any such new accounting firm may contain a qualification or exception as to the scope of such consolidated financial statements that relates to any fiscal year prior to its retention which, for the avoidance of doubt, shall have been the subject of an audit report of the previous accounting firm meeting the criteria set forth above; provided further that, if the Parent shall own material assets other than any Capital Stock of the Borrower or have material operations or other liabilities, the Borrower shall provide a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year, and the related consolidated statements of incomeincome or operations, stockholdersshareholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are availablefiscal year, all in reasonable detaildetail and prepared in accordance with GAAP, together with a Financial Officer Certification audited and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements accompanied by a report thereon by an and opinion of ▇▇▇▇▇ & ▇▇▇▇▇ LLP or another independent certified public accountant (or accountants) of nationally recognized national standing selected by Borrowerreasonably acceptable to the Administrative Agent, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements and opinion shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standards) together with standards and shall not be subject to any “going concern” or like qualification, assumption or exception or any qualification or exception as to the scope of such audit (other than as a written statement by such result of a current maturity of the Term Loans and the ABL Facility); provided further that if the Borrower switches from one independent certified public accountants stating (1) accounting firm to another, the audit report of any such new accounting firm may contain a qualification or exception as to the scope of such consolidated financial statements that their relates to any fiscal year prior to its retention which, for the avoidance of doubt, shall have been the subject of an audit examination has included a review report of the terms of Section 6.7 of this Agreement and previous accounting firm meeting the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters criteria set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);above.

Annual Financial Statements. Within 90 days after As soon as practicable, and in any event no later than the end earlier of each Fiscal Year, commencing (x) ten (10) Business Days prior to the date on which Outdoor is required to file a Form 10-K or other document containing its Annual Financial Statements with the Fiscal Year ending December 31SEC, 2011and (y) ten (10) Business Days prior to the date on which CCU has notified Outdoor that CCU intends to file its Form 10-K or other document containing annual financial statements with the SEC, Outdoor will deliver to CCU (iA) drafts of the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated financial statements of income, stockholders’ equity the Outdoor Group (and cash flows of Borrower and its Subsidiaries notes thereto) for such Fiscal Yearyear, setting forth in each case in comparative form the corresponding consolidated figures (and notes thereto) for the previous Fiscal Year commencing fiscal year and all in reasonable detail and prepared in accordance with Regulation S-X and GAAP, and (B) a discussion and analysis by Outdoor’s management of the first Fiscal Year Outdoor Group’s financial condition and results of operations for which such corresponding figures are availableyear, including, without limitation, an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail, together with a Financial Officer Certification detail and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made prepared in accordance with generally accepted auditing standardsItem 303(a) together with a written statement by of Regulation S-K. The information set forth in clauses (A) and (B) above is referred to in this Agreement as the “Annual Financial Statements.” Outdoor will deliver to CCU all revisions to such independent certified public accountants stating drafts as soon as any such revisions are prepared or made. No later than the earlier of (1) that their audit examination has included a review of five (5) Business Days prior to the terms of Section 6.7 of this Agreement date Outdoor publicly files the Annual Financial Statements with the SEC or otherwise makes such Annual Financial Statements publicly available, and the related definitions, (2) whetherfive (5) Business Days prior to the date on which CCU has notified Outdoor that CCU intends to file its annual financial statements with the SEC, Outdoor will deliver to CCU the final form of the Outdoor Annual Financial Statements and certifications thereof by the principal executive and financial officers of Outdoor in connection therewiththe forms required under SEC rules for periodic reports; provided, any condition or event however, that constitutes a Default or an Event of Default under Section 6.7 has come Outdoor may continue to their attention and, if revise such a condition or event has come Annual Financial Statements prior to their attention, specifying the nature filing thereof in order to make corrections and period of existence thereofnon-substantive changes which corrections and changes will be delivered by Outdoor to CCU as soon as practicable, and in any event within eight (8) hours thereafter; provided, further, that CCU and Outdoor financial Representatives will actively consult with each other regarding any changes (whether or not substantive) which Outdoor may consider making to the Annual Financial Statements and related disclosures during the three (3) that nothing has come Business Days immediately prior to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance anticipated filing with the terms hereof (SEC, with particular focus on any changes which statement may would have an effect upon CCU’s financial statements or related disclosures. In addition to the foregoing, no Annual Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to, CCU’s ownership interest in Outdoor or the Separation will be limited filed with the SEC or otherwise made public by any Outdoor Group member without the prior written consent of CCU, except to the extent required by accounting rules or guidelinesapplicable law. In any event, Outdoor will deliver to CCU, no later than three (3) Business Days prior to the date on which CCU has notified Outdoor that CCU intends to file its annual financial statements with the SEC, the final form of the Annual Financial Statements accompanied by an opinion thereon by Outdoor’s independent certified public accountants. Notwithstanding anything to the contrary in this Section 4.1(a)(v);, Outdoor will file the Annual Financial Statements with the SEC on the same date and at substantially the same time that CCU files its annual financial statements with the SEC unless otherwise required by applicable law.

Annual Financial Statements. Within 90 As soon as available, and in any event within 120 days after the end of each Fiscal Year, Year commencing with the Fiscal Year ending December 31, 20112020, (i) the consolidated balance sheets sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity equity, and cash flows of the Lead Borrower and its Subsidiaries for such Fiscal Year, prepared in conformity with GAAP, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; thereto and (ii) with respect to such consolidated financial statements a report thereon by an of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, P.A. or other independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerParent, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and contain no material qualifications as to scope of auditaudit other than solely with respect to, or resulting solely from (x) an upcoming maturity date of the Term Loans occurring within one year from the time such opinion is delivered or (y) any potential inability to satisfy any covenant described in Section 6.08 on a future date or in a future period, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Lead Borrower and its Subsidiaries 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such ); provided that the independent certified public accountants stating (1) that their audit examination has included a review delivering such report for Fiscal Year 2020 may be of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereofrecognized regional standing selected by Parent, and (3) that nothing has come reasonably satisfactory to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);Administrative Agent,

Annual Financial Statements. Within 90 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 120 days after the end of each Fiscal Year, commencing fiscal year (or 150 days with respect to the Fiscal Year fiscal year ending December 31, 20112022), (i) the consolidated balance sheets of the Borrower and its the Restricted Subsidiaries as at the end of such Fiscal Year each fiscal year, and the related consolidated income statements and cash flows for such fiscal year, and commencing with the fiscal year ending December 31, 2023 setting forth unaudited pro forma comparative consolidated figures for the preceding fiscal years, all in reasonable detail and prepared, except in the case of incomethe comparatives, stockholders’ equity in accordance with GAAP, certified by ▇▇▇▇▇ & ▇▇▇▇▇ or another independent certified public accountant of recognized national standing (including, for the avoidance of doubt, any other “big four” accounting firm, BDO, RSM or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇) whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern (other than any qualification, that is with respect to, or resulting from, (i) an upcoming maturity date under any Indebtedness, (ii) any actual or potential inability to satisfy a financial maintenance covenant at such time or on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary) (it being understood and agreed, for the avoidance of doubt, that such opinion may include an emphasis of the matter or explanatory paragraph). Notwithstanding anything to the contrary set forth in this clause (a), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries and the related consolidated income statements and cash flows of the Borrower and its the Restricted Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures required to be delivered for the previous Fiscal Year fiscal year ending December 31, 2022 may cover (i) with respect to the Company and its Subsidiaries, the period commencing with on the first Fiscal Year for day of such fiscal year through the date on which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; the Acquisition was consummated and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at Subsidiaries, the dates indicated and period commencing on the results date the Acquisition was consummated through the end 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);fiscal year.

Annual Financial Statements. Within 90 As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Borrower Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerCompany, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitionsCredit Documents, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited such report shall also include (x) a detailed summary of any audit adjustments; (y) a reconciliation of any audit adjustments or reclassifications to the extent required by accounting rules previously provided monthly or guidelinesquarterly financials; and (z) restated monthly or quarterly financials for any impacted periods);

Annual Financial Statements. Within 90 Beginning with financial statements for fiscal year 2016, on or before the date that is 120 days (or such longer period as the Administrative Agent may reasonably agree) after the end of each Fiscal Yearsuch fiscal year, commencing with the Fiscal Year ending December 31, 2011, (i) the audited consolidated balance sheets of Borrower and its Subsidiaries the Borrower, in each case as at the end of such Fiscal Year fiscal year, and the related consolidated statements of incomeoperations, stockholderspartners’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the previous Fiscal Year commencing preceding fiscal years prepared in accordance with GAAP, and certified by independent certified public accountants reasonably acceptable to the first Fiscal Year for which Administrative Agent whose opinion shall not be materially qualified with a “going concern” or like qualification or exception with respect to the Borrower or any of its Restricted Subsidiaries (other than with respect to, or resulting from, (x) the occurrence of the Maturity Date within one year from the date such corresponding figures are available, all opinion is delivered or (y) any potential inability to satisfy the financial covenants set out in reasonable detailSections 10.3 or 10.4 hereof on a future date or in a future period), together with a Financial Officer Certification and certificate of such accounting firm unless such accounting firm is restricted from providing such a Narrative Report with respect thereto; and (ii) with respect certificate by its policies or unless the delivery of such certificate increases the costs payable by the Borrower to such consolidated financial statements a report thereon by an independent certified public accountant accounting firm, stating that in the course of either (or accountantsi) its regular audit of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope business of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards) together with a written statement by , such independent certified public accountants stating (1) accounting firm has obtained no knowledge of any Event of Default relating to the financial covenants set forth in Sections 10.3 and 10.4 that their audit examination has included a review occurred and is continuing or, if in the opinion of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or such accounting firm such an Event of Default under Section 6.7 has come occurred and is continuing, a statement as to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);.

Annual Financial Statements. Within 90 As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets sheet of Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with and the first corresponding figures from the Financial Plan for the Fiscal Year for which covered by such corresponding figures are availablefinancial statements, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an of independent certified public accountant (or accountants) accountants of recognized national standing selected by BorrowerHoldings, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, 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 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 in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewithwith their audit examination, any condition or event that constitutes a Default or an Event of Default under Section 6.7 8 hereof has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) ; provided that nothing has come such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines)audit examination;