Common use of Annual Financial Statements Clause in Contracts

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of Holdings, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of independent certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, which opinion shall state that such consolidated financial statements present fairly the financial position and results of operations for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and which opinion shall not be qualified or limited because of a restricted or limited examination by such accountant of any material portion of such Person's records;

Annual Financial Statements. As soon as availableUpon filing with the SEC, a Form 10-K, and solely in the event any event Purchaser makes a written request therefor after the Closing Date, within 90 ninety (90) days (or one hundred and five days if late filing notice is filed with the SEC) after the end of each fiscal year Fiscal Year, (i) the consolidated and consolidating balance sheets of Holdings, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings Company and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated (and with respect to statements of income or operationsincome, shareholders' consolidating) statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied by the opinion a Narrative Report with respect thereto; and (ii) with respect to such consolidated and consolidating financial statements a report thereon of an Acceptable Auditor or other independent certified public accountants of recognized national standing selected by Company, and reasonably acceptable satisfactory to the Administrative AgentRequisite Purchasers (which report and accompanying financial statements shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 ninety (90) days (or such later date as Borrower files its annual reports pursuant to Rule 12b-25 under the Exchange Act or any other similar rule promulgated by the SEC) after the end of each fiscal year of Holdings, beginning Fiscal Year (commencing with the fiscal year Fiscal Year ended December 31, 19992015), either a copy (i) the consolidated balance sheets of the form 10-K (including all financial statements contained therein) filed by Holdings Borrower and its Subsidiaries as of 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 then endedFiscal Year, together with audited consolidating schedules setting forth, in each case, in comparative form the corresponding figures for each of Holdings the previous Fiscal Year, in reasonable detail and its Consolidated Subsidiaries (including, without limitation, the Borrowerii) with respect to the such financial statements contained therein, referred to in clause (i) a report thereon of PricewaterhouseCoopers LLP or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Borrower, reported on without a “going concern” or similar qualification, exception or explanatory statement, or qualification arising out of the scope of the audit, and reasonably acceptable satisfactory to the Administrative Agent, which opinion Agent and shall state that such consolidated financial statements present 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 GAAP, applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's records;consolidated financial statements has been made in accordance with generally accepted auditing standards.

Annual Financial Statements. As soon as available, available and in any event within 90 days after the end close of each fiscal year of Holdings, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings the Borrower and its Consolidated consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such fiscal year and the related audited consolidated statements of income or operationsincome, shareholders' of stockholders’ equity and of cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous preceding fiscal year, all in reasonable detail and accompanied by the opinion with respect to such consolidated financial statements of independent certified public accountants of recognized national standing reasonably acceptable to selected by the Administrative AgentBorrower, which opinion shall be unqualified and shall (i) state that such accountants audited such consolidated financial statements in 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 fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated subsidiaries as at the end of such fiscal year and the consolidated results of their operations and cash flows for the periods indicated such fiscal year in conformity with GAAP applied generally accepted accounting principles, or (ii) contain such statements as are customarily included in unqualified reports of independent accountants in conformity with the recommendations and requirements of the American Institute of Certified Public Accountants (or any successor organization); provided, however, that the Borrower may also comply with this subpart by publishing such statements and reports on a basis consistent with prior years its internet website or in another publicly accessible electronic database and which opinion shall not be qualified or limited because of a restricted or limited examination by such accountant of any material portion of such Person's records;giving the Administrative Agent and each Lender notice thereof.

Annual Financial Statements. As soon as available, and in any event within 90 120 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Restatement Date occurred, 1999, either a copy (i) the consolidated and consolidating balance sheets of the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings U.S. Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated (and with respect to statements of income or operationsincome, shareholders' consolidating) statements of income, stockholders’ equity and cash flows of the U.S. Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied by the opinion a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements of such Fiscal Year a report thereon of Meaden & Xxxxx, Ltd., or other independent certified public accountants of recognized national standing selected by the U.S. Borrower, and reasonably acceptable satisfactory to the Administrative Agent, (which opinion 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 present of such Fiscal Year fairly present, in all material respects, the consolidated financial position of the U.S. Borrower and its Subsidiaries as at the date(s) indicated and the results of their operations and their cash flows for the periods period(s) indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards), together with a written statement (which written statement may be limited to accounting matters or other items that independent certified public accountants are permitted to cover in such letters pursuant to their professional standards and customs and may disclaim responsibility for legal interpretations) by such independent certified public accountants to the effect that, based upon their ordinary and customary examination of the affairs of the U.S. Borrower and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with GAAP, they are not aware of the existence of any material portion condition or event which constitutes an Event of Default or Default under Section 6.07 herein (assuming for this purpose that such financial covenant is in effect) or, if they are aware of such Person's recordscondition or event, stating the nature thereof;

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Original Closing Date occurs, 1999, either a copy (i) the consolidated balance sheet of the form 10-K (including all financial statements contained therein) filed by Holdings Parent Borrower and its Subsidiaries as of at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Parent Borrower and its Subsidiaries for such fiscal year then endedFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with audited consolidating schedules for each of Holdings a Financial Officer Certification and its Consolidated Subsidiaries a Narrative Report with respect thereto; and (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, a report thereon of PricewaterhouseCoopers LLP or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Parent Borrower, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Parent 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. (i) As soon as available, available and in any event within 90 days after the end of each fiscal year of Holdingsyear, beginning commencing with the fiscal year ended December 31in which the Closing Date occurs, 1999, either a copy of the form 10-K (including all financial statements contained therein1) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheet of Holdings the Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such fiscal year and the related audited consolidated statements of income or operationsincome, shareholders' stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous fiscal year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the fiscal year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied by the opinion a Narrative Report with respect thereto; and (2) a report thereon of KPMG LLP or other independent certified public accountants of recognized national standing selected by the Borrower and reasonably acceptable satisfactory to the Administrative Agent, Agent (which opinion report shall be unqualified as to going concern and scope of audit and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards (it being understood that the information required by this clause (i) may be furnished in the form of any material portion a Form 10-K and with the accompanying certificates required by the applicable Requirements of such Person's records;Law for filing Forms 10-K with the SEC); and

Annual Financial Statements. As soon as available, and in any event within 90 120 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999, either a copy (A) the audited consolidated balance sheets of the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings CFTC and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholders' stockholders’ equity and cash flows of CFTC and its Subsidiaries for such fiscal yearFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with audited consolidating schedules for Holdings a Financial Officer Certification; and its Consolidated Subsidiaries, (including, without limitation, the BorrowerB) with respect to each of such consolidated financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion statements a report thereon of independent certified public accountants of recognized national standing selected by CFTC, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report and/or the accompanying financial statements shall be unqualified (except to the extent (and only to the extent) that such “going concern” qualification or statement relates to the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Commitments or Loans and which qualification or statement is solely a consequence of such impending stated final maturity date under this Agreement or the demand nature of the Loans hereunder), which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of CFTC 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, with respect to GAAP being applied on a consistent basis, as otherwise disclosed in such financial statements) and which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 no later than five (5) days after the end of each fiscal year of Holdingsdate on which Parent is required, beginning with under the fiscal year ended December 31Exchange Act, 1999, either a copy of the form to file its Annual Report on Form 10-K with the SEC, commencing with the Fiscal Year in which the Restatement Effective Date occurs, (including all financial statements contained thereini) filed by Holdings as the Consolidated balance sheets of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings Parent and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated Consolidated statements of income or operationsincome, shareholders' stockholders’ equity and cash flows of Parent and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Projections for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied by the opinion a Narrative Report with respect thereto; and (ii) with respect to such Consolidated financial statements a report thereon of Deloitte LLP or other independent certified public accountants of recognized national standing reasonably acceptable selected by Parent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit (other than a going concern qualification resulting from an upcoming maturity date under any Indebtedness occurring within one year from the Administrative Agenttime such opinion is delivered), which opinion and shall state that such consolidated Consolidated financial statements present fairly present, in all material respects, the Consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsConsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 ninety (90) days after the end of each fiscal year of HoldingsFiscal Year ended after the Closing Date, beginning with (i) the fiscal year ended December 31, 1999, either a copy consolidated balance sheet of the form 10-K (including all financial statements contained therein) filed by Holdings Borrower and the Subsidiaries and Unrestricted Subsidiaries as of at the end of such Fiscal Year and the related consolidated statements of comprehensive income, stockholders’ equity and cash flows of the Borrower and the Subsidiaries and Unrestricted Subsidiaries for such fiscal year then endedFiscal Year, setting forth, in each case, in comparative form the corresponding figures for the previous Fiscal Year, together with audited consolidating schedules for each of Holdings a Financial Officer Certification and its Consolidated Subsidiaries a Narrative Report with respect thereto, and (including, without limitation, the Borrowerii) with respect to the financial statements contained therein, or a copy of the annual audit report (including the such consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion a report thereon of independent certified public accountants of recognized national standing selected by the Borrower (or another accounting firm selected by the Borrower and reasonably acceptable satisfactory to the Administrative Agent), which opinion shall report (1) will not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (other than with respect to (A) an upcoming maturity of any Loans under this Agreement within the subsequent twelve (12) months or (B) any actual or anticipated inability to satisfy a financial covenant hereunder or in any Incremental Equivalent Debt) or any qualification or exception as to the scope of such audit and (2) will state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of the Borrower and the Subsidiaries and 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 and which opinion shall not be qualified or limited because of a restricted or limited examination by (except as otherwise disclosed in such accountant of any material portion of such Person's records;financial statements).

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999, either a copy of (i) the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each consolidated balance sheets of Holdings and its Consolidated Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail (includingit being understood that the Form 10-K filed with the Securities and Exchange Commission shall be acceptable), without limitationtogether with a Narrative Report and, only to the Borrowerextent any such financial statements are not required to be filed by Holdings or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto; and (ii) with respect to the such consolidated financial statements contained therein, a report thereon of KPMG or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Holdings, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 GAAP) and which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon For as availablelong as Borrower is required to file annual financial statements with the Securities and Exchange Commission or other relevant Governmental Authority, and in Lender shall access such financial statements through the XXXXX database without separate delivery by Borrower unless otherwise requested by Lender. If at any event time Borrower’s public financial disclosure obligations are terminated, or if the XXXXX system or any successor thereto does not provide public access to such disclosures, then within 90 one hundred twenty (120) days after the end of each fiscal year of Holdings, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K Borrower shall provide to Lender (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheet of Holdings the Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such fiscal year and the related audited consolidated statements of income or operationsincome, shareholders' stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, setting forth in each case setting forth in comparative form the corresponding figures for the previous fiscal year, in reasonable detail, together with a Financial Officer Certification with respect thereto; and accompanied by the opinion of (ii) a report thereon from an independent certified public accountants accountant of recognized national standing reasonably acceptable to the Administrative AgentLender which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements fairly present fairly 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards;

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning with (i) the fiscal year ended December 31, 1999, either a copy consolidated balance sheets of the form 10-K (including all financial statements contained therein) filed by Holdings Company and its Subsidiaries as of at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year then endedFiscal Year (including a description of (x) all development costs, salary, and expenses paid or payable by Company or its Subsidiaries in connection with all Products or Investments made by Company or such Subsidiary during the applicable period and (y) all costs, royalty, milestone payments and licensing payments, dividends, and distributions, paid or received by Company or its Subsidiaries in connection with any Product on a Product by Product basis during the applicable period, in each case, which shall be in form and detail reasonably satisfactory to Administrative Agent), setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with audited consolidating schedules for each of Holdings a Financial Officer Certification with respect thereto; and its Consolidated Subsidiaries (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, a report thereon of PricewaterhouseCoopers or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by the Company, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit (other than with respect to or resulting from an upcoming maturity of Indebtedness or any default thereunder), which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 and which opinion shall not be qualified or limited because of a restricted or limited examination by such accountant of any material portion of such Person's recordsGAAP);

Annual Financial Statements. As soon as available, and in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year, (i) the consolidated and consolidating balance sheets of Holdings, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings Borrower and its Consolidated Subsidiaries as at the end of such Fiscal Year and the related consolidated (includingand with respect to statements of income, without limitationconsolidating) statements of income, stockholders’ equity, and cash flows of Borrower and its Consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the Borrowercorresponding figures for the previous Fiscal Year, in reasonable detail, together with a Financial Officer Certification with respect thereto; and (ii) with respect to the such consolidated financial statements contained therein, or a copy report thereon of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion a firm of independent certified public accountants of recognized regional or national standing reasonably acceptable satisfactory to the Administrative AgentRequisite Lenders (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Borrower and its Consolidated 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's records;consolidated financial statements has been made in accordance with generally accepted auditing standards).

Annual Financial Statements. As soon as available, and in any event within 90 days (or with respect to the Fiscal Year ending December 31, 2023, 106 days) after the end of each fiscal year of HoldingsFiscal Year, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings Parent and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholders' stockholders’ equity and cash flows of Parent and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification with respect thereto; and accompanied by the opinion (ii) with respect to such consolidated financial statements a report thereon of Xxxxxxx Xxxx Xxxxxxx of Texas, P.C. or other independent certified public accountants of recognized national standing selected by Holdings, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards in the United States of any material portion of America; provided, that notwithstanding the foregoing, the requirement that such Person's recordsreport be unqualified as to going concern shall not apply to such report delivered with respect to the Fiscal Year ending December 31, 2023;

Annual Financial Statements. As soon as available, and in any event within 90 105 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operations, shareholders' stockholders’ equity and cash flows of Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of previous Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto, and accompanied by the opinion (ii) with respect to such consolidated financial statements a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Borrower, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of 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 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 material portion of Compliance Certificate is not correct or that the matters set forth in such Person's recordsCompliance Certificate are not stated in accordance with the terms hereof;

Annual Financial Statements. As soon as availableWithin 120 days after the Fiscal Year ending October 31, 2013, and in any event thereafter, within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheet of Holdings the Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operations, shareholders' ’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case Fiscal Year setting forth in comparative form the corresponding figures for the previous fiscal yearFiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto, and accompanied by the opinion (ii) a report thereon of McGladrey LLP or other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern or like qualification or exception (other than with respect to, which opinion or disclosure or an exception or qualification solely resulting from, the impending Revolving Commitment Termination Date occurring within 12 months of such audit or any prospective Default under Section 6.8) and scope of audit, and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 Within one hundred twenty (120) days after the end of each fiscal year of Holdings, beginning with Fiscal Year (i) the fiscal year ended December 31, 1999, either a copy consolidated balance sheets of the form 10-K (including all financial statements contained therein) filed by Holdings Company and its Subsidiaries as of at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year then endedFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with audited consolidating schedules for each of Holdings a Financial Officer Certification; and its Consolidated Subsidiaries (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained thereina report thereon of Xxxxx Xxxxxxxx, LLP or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized regional or national standing reasonably acceptable selected by the Company, (which report and accompanying financial statements shall be unqualified as to the Administrative Agentgoing concern and scope of audit and shall not contain an emphasis of matter paragraph or like statement, which opinion in each case, other than due to an Event of Default under or maturity of Indebtedness, and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of Holdingsthe Borrower, beginning with the fiscal year ended ending December 31, 19992000, either (i) a copy of the form 10-K (including all financial statements contained therein) filed by Holdings NCI as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings NCI and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or (ii) if NCH has any Subordinated Indebtedness outstanding, a copy of the annual audit report (including the unaudited consolidated balance sheet) sheet of Holdings NCH and its Consolidated Restricted Subsidiaries (including, without limitation, the Borrower) as of at the end of such fiscal year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and (iii) a copy of the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, (including, without limitation, Restricted Subsidiaries as at the Borrower) with respect to each end of such financial statementsfiscal year and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, in each case (other than with respect to the consolidating schedules) setting forth in comparative form the figures for the previous fiscal year, and in the case of audited financial statements, accompanied by the opinion of independent certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, which opinion shall state that such consolidated financial statements present fairly the financial position and results of operations for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and which opinion shall not be qualified or limited because of a restricted or limited examination by such accountant of any material portion of such Person's records;

Annual Financial Statements. As soon as available, and in any event within 90 120 days after the end of each fiscal year of HoldingsFiscal Year (including any Fiscal Year ending prior to the Closing Date for which financial statements were not previously delivered, beginning commencing with the fiscal year ended December 31Fiscal Year ending on or about May 30, 19992021), either a copy of (i) the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of consolidated and for such fiscal year then ended, together with audited consolidating schedules for each balance sheets of Holdings and its Consolidated Subsidiaries as at the end of such Fiscal Year and the related consolidated (includingand, without limitationwith respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for such Fiscal Year, setting forth, in each case, in comparative form the Borrowercorresponding figures for the previous Fiscal Year and the corresponding figures from 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 (ii) with respect to the financial statements contained therein, or a copy of the annual audit report (including the such consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Holdings, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report and accompanying financial statements shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholdersstockholders' 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, in reasonable detail, together with audited consolidating schedules for Holdings a Financial Officer Certification with respect thereto; and its Consolidated Subsidiaries, (including, without limitation, the Borrowerii) with respect to each such consolidated financial statements a report thereon of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Borrower, and reasonably acceptable satisfactory to Administrative Agent (which report and/or the Administrative Agentaccompanying financial statements shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year, (i) the consolidated and consolidating balance sheets of Holdings, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings Company and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated (and with respect to statements of income or operationsincome, shareholders' consolidating) statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied by the opinion a Narrative Report with respect thereto; and (ii) with respect to such financial statements a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Administrative Borrower, and reasonably acceptable satisfactory to Administrative Agent (which report shall be without qualification or exception as to the Administrative Agentscope of such audit), which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) (it being understood that the delivery by the Company of any material portion Annual Reports on Form 10-K of such Person's recordsthe Company and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.1(c);

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings the Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholders' stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of previous Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification with respect thereto; and accompanied by the opinion (ii) with respect to such consolidated financial statements a report thereon of KPMG LLP or other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 ninety (90) days after the end of each fiscal year of HoldingsFiscal Year, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings the Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year Fiscal Year and the related audited consolidated (and with respect to statements of income or operationsincome, shareholders' consolidating) statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules for Holdings a Financial Officer Certification and its Consolidated Subsidiariesa Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of (1) with respect to the Fiscal Year ended September 30, 2021, PWR CPA LLP and (including, without limitation, the Borrower2) with respect to each of such financial statementsFiscal Year thereafter, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of an independent certified public accountants accountant of recognized national standing selected by the Borrower, and reasonably acceptable satisfactory to the Administrative AgentLender (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 ninety (90) days after the end of each fiscal year Fiscal Year, (i) the consolidated and consolidating balance sheets of Holdings, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings Company and its Subsidiaries as of 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 Company and its Subsidiaries for such fiscal year then endedFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with audited consolidating schedules for each of Holdings a Financial Officer Certification and, to the extent prepared by Company prior to the Closing Date, a Narrative Report with respect thereto; and its Consolidated Subsidiaries (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, a report thereon of Ernst & Young LLP or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agentselected by Company, which opinion report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with GAAP;

Annual Financial Statements. (i) As soon as available, and in any event within 90 ninety (90) days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Loan Document Effective Date occurs, 1999, either a copy (i) all audited financial statements of the form 10-K HA INC (including all financial Subsidiaries on a consolidated basis) required pursuant to the Exchange Act, including without limitation, its consolidated balance sheets, statements contained thereinof income, stockholders’ equity and cash flows of the HA INC Amended & Restated Loan Agreement (G&I) filed by Holdings (including all subsidiaries on a consolidated basis) as of at the end of and 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 fiscal year then endedcorresponding figures are available, in reasonable detail, together with audited consolidating schedules for each of Holdings a Financial Officer Certification and its Consolidated Subsidiaries management discussions and analysis with respect thereto; and (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, or a copy report thereon of the annual audit independent accounting or auditing firm (which report (including and/or the consolidated balance sheet) accompanying financial statements shall be unqualified as to going concern and scope of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearaudit, and accompanied by the opinion of independent certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, which opinion shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 and which opinion shall not be qualified or limited because of a restricted or limited examination by (except as otherwise disclosed in such accountant of any material portion of such Person's records;financial statements).

Annual Financial Statements. As Upon filing with the Securities and Exchange Commission, a Form 10-K, and solely in the event any Purchaser makes a written request therefor after the Closing Date, as soon as available, practicable and in any event within 90 ninety days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December Fiscal Year ending March 31, 19992019, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings Company and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholders' equity and cash flows of Company and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form reasonable detail, together with a Financial Officer Certification with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of an Acceptable Auditor (which report and accompanying financial statements (other than such report and accompanying financial statements with respect to the figures Fiscal Year ended March 31, 2023) shall be unqualified as to going concern and scope of audit (other than a going concern or like qualification resulting solely from an upcoming maturity date for the previous fiscal yearNotes occurring within one year from the time such opinion is delivered), and accompanied by the opinion of independent certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, which opinion shall state that such consolidated financial ​ statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 ninety days after the end of each fiscal year of Holdings, beginning Fiscal Year (commencing with the fiscal year ended Fiscal Year ending December 31, 19992019), either a copy of (i) the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each consolidated balance sheets of Holdings and its Consolidated Subsidiaries (includingas at the end of such Fiscal Year and the related consolidated statements of income, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) stockholders’ equity and cash flows of Holdings and its Consolidated Subsidiaries (includingfor such Fiscal Year, without limitation, setting forth in each case in comparative form the Borrower) as of corresponding figures for the end of such year previous Fiscal Year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows corresponding figures from the Financial Plan for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied by the opinion a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Xxxxxx Xxxxxx or other independent certified public accountants of recognized national standing selected by Holdings, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report and accompanying financial statements shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all ​ 118 ​ material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) (such report shall also include (x) a detailed summary of any material portion audit adjustments; (y) a reconciliation of such Person's records;any audit adjustments or reclassifications to the previously provided monthly or quarterly financials; and (z) restated monthly or quarterly financials for any impacted periods); ​

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999, either a copy (i) (i) the consolidated and consolidating balance sheets of the form 10-K (including all financial statements contained therein) filed by Holdings Borrower and its Subsidiaries as of 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 then endedFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with audited consolidating schedules for each of Holdings a Financial Officer Certification and its Consolidated Subsidiaries a Narrative Report with respect thereto; and (including, without limitation, the Borrowerii) (ii) with respect to the such consolidated financial statements contained therein, a report thereon of PricewaterhouseCoopers LLP or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Borrower, and reasonably acceptable satisfactory to Administrative Agent (which report and/or the Administrative Agentaccompanying financial statements shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a certificate by such independent certified public accountants stating whether they obtained knowledge during the course of any material portion their examination of such Person's recordsfinancial statements that Borrower failed to comply with Sections 7.01 and 7.02 (which certificate may be limited to the extent required by accounting rules or guidelines);

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholders' stockholders’ equity and cash flows of Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification with respect thereto; and accompanied by the opinion (ii) with respect to such consolidated financial statements a report thereon of Xxxx Xxxxx, LLP or other independent certified public accountants of recognized national standing selected by Borrower, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards in the United States of any material portion of such Person's recordsAmerica;

Annual Financial Statements. As soon as available, and in any event within 90 150 days after the end of each fiscal year Fiscal Year, (i) the consolidated and consolidating balance sheets of Holdings, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings Company and its Subsidiaries as of 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 Company and its Subsidiaries for such fiscal year then endedFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with audited consolidating schedules for each of Holdings a Financial Officer Certification and its Consolidated Subsidiaries a Narrative Report with respect thereto; and (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, a report thereon of KPMG LLP or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Company, and reasonably acceptable satisfactory to the Administrative AgentRequired Investors (which report shall be unqualified as to going concern and scope of audit (other than (i) a “going concern” qualification pertaining to the maturity of the Obligations or any other Indebtedness permitted hereunder occurring within twelve (12) months of the relevant audit or (ii) a breach or potential breach of any financial maintenance covenant in any agreement governing any Indebtedness permitted hereunder), which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within but not later than 90 days after each Fiscal Year end (other than the end of each fiscal year of Holdings, beginning with the fiscal year Fiscal Year ended December 3128, 1999, either a copy of 2002): (i) the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with annual audited consolidating schedules for each Financial Statements of Holdings and its Consolidated Subsidiaries Subsidiaries; (including, without limitation, the Borrowerii) with respect a comparison in reasonable detail to the financial statements contained therein, or prior year audited Financial Statements; (iii) the Auditors’ unqualified opinion in all respects (including as to going concern and scope of audit) and “Management Letter” subject to customary restrictions; (iv) a copy narrative discussion of the annual audit report (including consolidated financial condition and results of operations and the consolidated balance sheet) liquidity and capital resources of Holdings and its Consolidated Subsidiaries for such Fiscal Year, prepared by the chief financial officer of Holdings; and (including, without limitation, v) a Compliance Certificate signed by the chief financial officer and another Officer of Holdings and the Borrower) as of the end of . All such year Financial Statements shall be prepared from and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of independent certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, which opinion shall state that such consolidated financial statements present fairly the financial position and results of operations for the periods indicated in conformity with GAAP applied on a basis consistent with the books and records of Holdings and its Subsidiaries. All such Financial Statements shall fairly represent the consolidated position of Holdings and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of Holdings and its Subsidiaries for the periods then ended. In the event that only a draft of the Auditor’s report relating to the financial statements for the fiscal year ending December 28, 2002 was delivered on or prior years and which opinion to the Closing Date, as soon as available, but not later than three (3) days after the Closing Date, the signed Auditor’s report relating to the financial statements for the fiscal year ending December 28, 2002, satisfactory in all respects to the Lenders (it being agreed that an Auditor’s report delivered in the same (but signed) form as the draft thereof approved by the Lenders on or prior to the Closing Date shall not be qualified or limited because of a restricted or limited examination by such accountant of any material portion of such Person's records;deemed satisfactory to the Lenders).

Annual Financial Statements. As soon as available, and but in any event within 90 days after the end of each fiscal year Fiscal Year of Holdingsthe Company, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as consolidating and consolidated balance sheet of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings Company and its Consolidated consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year and the related audited consolidating and consolidated statements of income or operations, shareholders' equity and of cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearyear and such consolidated statements shall be accompanied by a balance sheet as of such date, and a statement of income and cash flows for such period, reflecting on a combined basis, for Restricted Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the consolidating entries for each of such types of Subsidiaries; all such financial statements shall be complete and correct in all material respects and shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods and, in the case of the consolidated financial statements referred to in this SECTION 7.1(b), accompanied by the opinion a report thereon of Deloitte & Touche or such other independent certified public accountants of recognized standing reasonably acceptable national standing, which report shall contain no qualifications with respect to the Administrative Agent, which opinion continuance of the Company and its Subsidiaries as going concerns and shall state that such consolidated financial statements present fairly the financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and which opinion shall not be qualified or limited because of a restricted or limited examination by such accountant of any material portion of such Person's records;GAAP.

Annual Financial Statements. As soon as available, and in any event within 90 105 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Effective Date occurs, 1999, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operations, shareholders' stockholders’ equity and cash flows of Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of previous Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto, and accompanied by the opinion (ii) with respect to such consolidated financial statements a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Borrower, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of 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 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 material portion of Compliance Certificate is not correct or that the matters set forth in such Person's recordsCompliance Certificate are not stated in accordance with the terms hereof;

Annual Financial Statements. (i) As soon as available, and in any event within 90 ninety (90) days after the end of each fiscal year of HoldingsFiscal Year, beginning with Fiscal Year 2011, (A) the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each consolidated balance sheets of Holdings and its Consolidated Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in equity and cash flows of Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (including, without limitation, the BorrowerB) with respect to the such consolidated financial statements contained therein, a report thereon of Ernst & Young LLP or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Holdings, and reasonably acceptable satisfactory to the Administrative Agent, which opinion report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 together with, at all times during a basis consistent with prior years and which opinion shall not be qualified or limited because Financial Covenant Testing Period, a schedule, in form satisfactory to the Agent, of a restricted or limited examination the computations used by such accountant accountants in determining, as of any material portion the end of such Person's recordsthe Fiscal Year, Holdings' compliance with all financial covenants contained herein, including, without limitation, Section 6.8 of this Agreement; provided, however, that notwithstanding the foregoing, the obligation to deliver annual financial statements under Section 5.1(c) above may be satisfied by Borrowers furnishing to Agent Holdings' and its Subsidiaries' Form 10-K filed with the SEC, if so published;

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of Holdings, beginning Fiscal Year (provided that if Company files annual reports with the fiscal year ended December 31Securities Exchange Commission, 1999, either a copy then delivery of the form 10-K (including all annual financial statements contained therein) filed by Holdings as hereunder shall be deemed timely if delivered no later than the last date for timely delivery of Company’s 10K filing to the end of and Securities Exchange Commission for such fiscal year then endedFiscal Year), together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borroweri) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings Company and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholdersstockholders' equity and cash flows of Company and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings and its Consolidated Subsidiariesthe previous Fiscal Year and, at the written request of the Required Lenders (including, without limitationwhich shall be reasonably made), the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied by the opinion (ii) with respect to such consolidated financial statements a report thereon of an independent certified public accountants accounting firm of recognized national standing selected by Company and reasonably acceptable satisfactory to the Administrative AgentRequired Lenders (which report shall be unqualified as to going concern and scope of audit (any other qualifications therein shall be satisfactory to the Required Lenders in their reasonable credit judgment), which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's records;consolidated financial statements has been made in accordance with generally accepted auditing standards).

Annual Financial Statements. As soon as available, and in any event within 90 120 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended Fiscal Year ending December 31, 19992017, either a copy of (i) the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each consolidated balance sheets of Holdings and its Consolidated Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of 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 available, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, a report thereon of KPMG or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing reasonably acceptable selected by Holdings (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit (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 Administrative Agentfinancial covenant set forth in Section 6.7), which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as availableWithin (x) 130 days of the end of the Fiscal Year ended December 31, 2015 and in any event within 90 (y) thereafter, 120 days after the end of each fiscal year of Holdings, beginning Fiscal Year commencing with the fiscal year ended Fiscal Year ending December 31, 19992016, either a copy of (i) the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each consolidated balance sheet of Holdings and its Consolidated Subsidiaries subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations and cash flows of Holdings and its subsidiaries for such Fiscal Year (includingprovided that the financial statements required to be delivered pursuant to clause (x) above shall only be with respect to the Company and the Subsidiaries) (provided further, without limitationthat, with respect to the BorrowerFiscal Year ending December 31, 2016, such audit may only cover the period from the Closing Date to the end of such Fiscal Year), setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that in no event shall such comparative figures be provided for any period prior to the Fiscal Quarter ending June 30, 2017), in reasonable detail, together with a Narrative Report with respect thereto; and (ii) with respect to the financial statements contained therein, or a copy of the annual audit report (including the such consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion a report thereon of independent certified public accountants of recognized national standing reasonably acceptable (which report shall not contain a “going concern” qualification or statement, or qualification as to the Administrative Agentscope of audit (except for a “going concern” statement that is due solely to impending debt maturities occurring within 12 months of such audit or the anticipated breach of the financial covenant set forth in Section 6.15 or in Section 6.15 of the Second Lien Term Loan Agreement), which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Holdings and its Subsidiaries as at the dates indicated and the results of its consolidated operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and which opinion shall not be qualified or limited because of a restricted or limited examination by such accountant of any material portion of such Person's recordsGAAP;

Annual Financial Statements. As soon as available, and in any event within 90 ninety days after the end of each fiscal year of Holdings, beginning Fiscal Year (commencing with the fiscal year ended Fiscal Year ending December 31, 19992019), either a copy of (i) the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each consolidated balance sheets of Holdings and its Consolidated Subsidiaries (includingas at the end of such Fiscal Year and the related consolidated statements of income, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) stockholders’ equity and cash flows of Holdings and its Consolidated Subsidiaries (includingfor such Fiscal Year, without limitation, setting forth in each case in comparative form the Borrower) as of corresponding figures for the end of such year previous Fiscal Year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows corresponding figures from the Financial Plan for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied by the opinion a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Pxxxxx Xxxxxx or other independent certified public accountants of recognized national standing selected by Holdings, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report and accompanying financial statements shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) (such report shall also include (x) a detailed summary of any material portion audit adjustments; (y) a reconciliation of such Person's records;any audit adjustments or reclassifications to the previously provided monthly or quarterly financials; and (z) restated monthly or quarterly financials for any impacted periods); 108

Annual Financial Statements. As soon as available, practicable and in any event within 90 ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each fiscal year of Holdings, beginning Fiscal Year (commencing with the fiscal year ended December 31on April 3, 19992009), either a copy an audited Consolidated and consolidating balance sheet of Holdings and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated and consolidating statements of income, retained earnings and cash flows, including the notes thereto, all in reasonable detail setting forth in comparative form 10-K (including all financial statements contained therein) filed by Holdings the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and (i) accompanied by a report containing management’s discussion and analysis of such fiscal year financial statements for the Fiscal Year then endedended and (ii) if applicable, together with containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited consolidating schedules for each by an independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent and accompanied by a report thereon by such certified public accountants (which report 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 Holdings and its Consolidated Subsidiaries (including, without limitation, as at the Borrower) with respect to date indicated and that the financial statements contained therein, or a copy results of the annual audit report (including the consolidated balance sheet) of Holdings their operations and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and their cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of independent certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, which opinion shall state that such consolidated financial statements present fairly the financial position and results of operations for the periods indicated are in conformity with GAAP applied on a consistent basis consistent with prior years (except as otherwise disclosed in such financial statements) and which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's records;Consolidated financial statements has been made in accordance with generally accepted auditing standards).

Annual Financial Statements. As soon as available, and but in any event within 90 days after the end of each fiscal year Fiscal Year of HoldingsBorrower, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as consolidating and consolidated balance sheet of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings Borrower and its Consolidated consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year and the related audited consolidating and consolidated statements of income or operations, shareholders' equity and of cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearyear and such consolidated statements shall be accompanied by a balance sheet as of such date, and a statement of income and cash flows for such period, reflecting on a combined basis, for Restricted Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the consolidating entries for each of such types of Subsidiaries; all such financial statements shall be complete and correct in all material respects and shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods and, in the case of the consolidated financial statements referred to in this SECTION 7.1(b), accompanied by the opinion a report thereon of Deloitte & Touche or such other independent certified public accountants of recognized standing reasonably acceptable national standing, which report shall contain no qualifications with respect to the Administrative Agent, which opinion continuance of Borrower and its Subsidiaries as going concerns and shall state that such consolidated financial statements present fairly the financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and which opinion shall not be qualified or limited because of a restricted or limited examination by such accountant of any material portion of such Person's records;GAAP.

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning with Fiscal Year 2010, (i) the fiscal year ended December 31, 1999, either a copy audited consolidated balance sheets of the form 10-K (including all financial statements contained therein) filed by Holdings Xerium and its Subsidiaries as of at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Xerium and its Subsidiaries for such fiscal year then endedFiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, together with audited consolidating schedules a Financial Officer Certification and including a detailed explanation as to the material variances that may have occurred from the prior Fiscal Year and the figures contained in the Business Plan for each of Holdings the current Fiscal Year and its Consolidated Subsidiaries (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, a report thereon of Ernst & Young LLP or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized international standing reasonably acceptable selected by Xerium (which report shall be unqualified as to the Administrative Agentgoing concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of Xerium 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of 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 that nothing has come to their attention that causes them to believe that the information contained in any material portion of Compliance Certificate is not correct or that the matters set forth in such Person's recordsCompliance Certificate are not stated in accordance with the terms hereof;

Annual Financial Statements. As soon as available, and in any event within 90 120 days after the end of each fiscal year of HoldingsFiscal Year (including any Fiscal Year ending prior to the Closing Date for which financial statements were not previously delivered, beginning commencing with the fiscal year ended December 31Fiscal Year ending on or about May 30, 19992021), either a copy of (i) the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of consolidated and for such fiscal year then ended, together with audited consolidating schedules for each balance sheets of Holdings and its Consolidated Subsidiaries as at the end of such Fiscal Year and the related consolidated (includingand, without limitationwith respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for such Fiscal Year, setting forth, in each case, in comparative form the Borrowercorresponding figures for the previous Fiscal Year and the corresponding figures from 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 (ii) with respect to the financial statements contained therein, or a copy of the annual audit report (including the such consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Holdings, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report and accompanying financial statements shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's records;consolidated financial statements has been made in accordance with generally accepted auditing standards); (d)

Annual Financial Statements. (i) As soon as available, available and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999, either a copy of the form 10-K (including all financial statements contained therein1) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheet of Holdings Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholders' stockholders’ equity and cash flows of Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied by the opinion a Narrative Report with respect thereto; and (2) a report thereon of KPMG LLP or other independent certified public accountants of recognized national standing selected by Borrower and reasonably acceptable satisfactory to the Administrative Agent, Agent (which opinion report shall be unqualified as to going concern and scope of audit and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards (it being understood that the information required by this clause (i) may be furnished in the form of any material portion a Form 10-K and with the accompanying certificates required by the applicable Requirements of such Person's records;Law for filing Forms 10-K with the SEC).

Annual Financial Statements. As soon as available, and but in any event within 90 one hundred five (105) days after the end of each fiscal year Fiscal Year of HoldingsCompany, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as consolidating and consolidated balance sheet of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings Company and its Consolidated consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year and the related audited consolidating and consolidated statements of income or income, retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year. Company shall provide a comparison between the consolidated balance sheets of Company and its Subsidiaries and the related consolidated statements of operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings referred to above and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the budgeted figures for the previous fiscal yearrelevant period as set forth in the respective budget delivered pursuant to Section 7.2(d); provided, that, all such financial statements referred to in Section 7.1(a) and (b) shall be complete and correct in all material respects and shall be prepared in accordance with GAAP 117 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 Section 7.1(b), accompanied by the opinion a report thereon of independent certified public accountants of recognized standing reasonably acceptable national standing, which report shall contain no qualifications or exceptions with respect to the Administrative Agent, which opinion continuance of Company and its Subsidiaries as going concerns or as to the scope of such audit and shall state (i) that such consolidated financial statements present fairly the financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and which opinion shall not be qualified or limited because of a restricted or limited (ii) that the examination by such accountant of any material portion of accountants in connection with such Person's records;financial statements has been made in accordance with GAAP.

Annual Financial Statements. As soon as available, and in any event within 90 Within 120 days after the end of each fiscal year Fiscal Year, (i) the consolidated balance sheets of Holdings, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings Parent and its Subsidiaries as of at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Parent and its Subsidiaries for such fiscal year then endedFiscal Year, together setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Model for the current Fiscal Year, in reasonable detail consistent with audited consolidating schedules for each the form of Holdings financials delivered to Administrative Agent prior to the Closing Date; and its Consolidated Subsidiaries (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, a report thereon of Deloitte & Touche LLP or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Parent, and reasonably acceptable satisfactory to Administrative Agent (which report shall be unqualified as to going concern and scope of audit (other than any qualification that is expressly with respect to, or expressly resulting from, (x) an upcoming maturity date of Indebtedness that is scheduled to occur within 12 months from the Administrative Agentdate of such report or (y) any actual or potential inability to satisfy the Financial Covenant on a future date or for a future period)), which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and but in any event within 90 days after the end of each fiscal year Fiscal Year of Holdingsthe Company, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as consolidating and consolidated balance sheet of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings Company and its Consolidated consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year and the related audited consolidating and consolidated statements of income or operations, shareholders' equity and of cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearyear and such consolidated statements shall be accompanied by a balance sheet as of such date, and a statement of income and cash flows for such period, reflecting on a combined basis, for Restricted Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the consolidating entries for each of such types of Subsidiaries; all such financial statements shall be complete and correct in all material respects and shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods and, in the case of the consolidated financial statements referred to in this Section 7.1(b), accompanied by the opinion a report thereon of Deloitte & Touche or such other independent certified public accountants of recognized standing reasonably acceptable national standing, which report shall contain no qualifications with respect to the Administrative Agent, which opinion continuance of the Company and its Subsidiaries as going concerns and shall state that such consolidated financial statements present fairly the financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and which opinion shall not be qualified or limited because of a restricted or limited examination by such accountant of any material portion of such Person's records;GAAP.

Annual Financial Statements. As soon as available, and in any event within 90 ninety (90) days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999, either a copy of (i) the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with consolidated audited consolidating schedules for each balance sheets of Holdings and its Consolidated Subsidiaries (includingas at the end of such Fiscal Year and the related consolidated statements of income, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) stockholders’ equity and cash flows of Holdings and its Consolidated Subsidiaries (includingfor such Fiscal Year, without limitationsetting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows corresponding figures from the Financial Plan for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied a Narrative Report with respect thereto; (ii) with respect to such consolidated financial statements a report thereon prepared by the opinion of independent certified public accountants of recognized national standing selected by Holdings, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report and/or the accompanying financial statements shall be unqualified, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards); and (iii) a summary unaudited consolidating balance sheet and income statement of any material portion of Holdings and its Subsidiaries for such Person's recordsFiscal Year;

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning with (i) the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each consolidated balance sheets of Holdings and its Consolidated Subsidiaries (includingas at the end of such Fiscal Year and the related consolidated statements of income, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) stockholders’ equity and cash flows of Holdings and its Consolidated Subsidiaries (includingfor such Fiscal Year, without limitation, setting forth in each case in comparative form the Borrower) as of corresponding figures for the end of such year previous Fiscal Year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows corresponding figures from the Financial Plan for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification and accompanied by the opinion a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of LLB & Associates Ltd., LLP or other independent certified public accountants of recognized national standing selected by Holdings, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholders' stockholders’ equity and cash flows of Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification with respect thereto; and accompanied by the opinion (ii) with respect to such consolidated financial statements a report thereon of Xxxx Xxxxx, LLP or other independent certified public accountants of recognized national standing selected by Xxxxxxxx, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards in the United States of any material portion of America; provided, that notwithstanding the foregoing, the requirement that such Person's recordsreports be unqualified as to going concern shall not apply to such report delivered with respect to the Fiscal Year ended December 31, 2022;

Annual Financial Statements. As soon as available, and in any event within 90 120 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999(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, either 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, in reasonable detail (it being understood that a copy of the form Form 10-K (including all financial statements contained therein) filed meeting the requirements set forth by Holdings as of the end of and for such fiscal year then endedSEC shall be acceptable), together with audited consolidating schedules for each a Narrative Report and, only to the extent any such financial statements are not required to be filed by Borrower or any of Holdings its Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto; and its Consolidated Subsidiaries (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, a report thereon of KPMG or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Borrower, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 GAAP) and which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards;

Annual Financial Statements. As soon as available, and in any event within 90 ninety (90) days (or such later date as Borrower files its annual reports pursuant to Rule 12b-25 under the Exchange Act or any other similar rule promulgated by the SEC) after the end of each fiscal year Fiscal Year, (i) the consolidated balance sheets of Holdings, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings Borrower and its Subsidiaries as of 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 then endedFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for each of Holdings and its Consolidated Subsidiaries the previous Fiscal Year, in reasonable detail; (including, without limitation, the Borrowerii) with respect to the such financial statements contained therein, referred to in clause (i) a report thereon of PricewaterhouseCoopers LLP or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Borrower, and reasonably acceptable satisfactory to the Administrative Agent, which opinion Agent and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; and (iii) following the Collateral Release Date, the unaudited combined balance sheet of any material portion each Guarantor as at the end of such Person's records;Fiscal Year and the related unaudited combined statements of income and cash flows of such Guarantor for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year.

Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each fiscal year of HoldingsFiscal Year, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholders' stockholders’ equity and cash flows of Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures for the previous fiscal yearreasonable detail, together with a Financial Officer Certification with respect thereto; and accompanied by the opinion (ii) with respect to such consolidated financial statements a report thereon of Mxxx Axxxx, LLP or other independent certified public accountants of recognized national standing selected by Borrower, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards in the United States of any material portion of such Person's recordsAmerica;

Annual Financial Statements. As soon as available, and in any event within 90 120 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999(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, either a copy stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the form corresponding figures for the previous Fiscal Year, in reasonable detail (it being understood that the Form 10-K (including all financial statements contained therein) filed by Holdings as of with the end of Securities and for such fiscal year then endedExchange Commission shall be acceptable), together with audited consolidating schedules for each a Narrative Report and, only to the extent any such financial statements are not required to be filed by Borrower or any of Holdings its Subsidiaries with any securities exchange or with the Securities and its Consolidated Subsidiaries Exchange Commission or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto; and (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, a report thereon of KPMG or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Borrower, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 GAAP) and which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. As soon as available, and but in any event within 90 days after the end of each fiscal year Fiscal Year of HoldingsBorrower, beginning with the fiscal year ended December 31, 1999, either a copy of the form 10-K (including all financial statements contained therein) filed by Holdings as consolidating and consolidated balance sheet of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings Borrower and its Consolidated consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year and the related audited consolidating and consolidated statements of income or operations, shareholders' equity and of cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearyear and such consolidated statements shall be accompanied by a balance sheet as of such date, and a statement of income and cash flows for such period, reflecting on a combined basis, for Restricted Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the consolidating entries for each of such types of Subsidiaries; all such financial statements shall be complete and correct in all material respects and shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods and, in the case of the consolidated financial statements referred to in this Section 7.1(b), accompanied by the opinion a report thereon of Deloitte & Touche or such other independent certified public accountants of recognized standing reasonably acceptable national standing, which report shall contain no qualifications with respect to the Administrative Agent, which opinion continuance of Borrower and its Subsidiaries as going concerns and shall state that such consolidated financial statements present fairly the financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and which opinion shall not be qualified or limited because of a restricted or limited examination by such accountant of any material portion of such Person's records;GAAP.

Annual Financial Statements. As Upon filing with the Securities and Exchange Commission, a Form 10-K, and solely in the event any Purchaser makes a written request therefor after the Closing Date, as soon as available, practicable and in any event within 90 ninety days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December Fiscal Year ending March 31, 19992019, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings Company and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operationsincome, shareholders' equity and cash flows of Company and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules setting forth in each case in comparative form the corresponding figures for Holdings the previous Fiscal Year and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in each case setting forth in comparative form the figures reasonable detail, together with a Financial Officer Certification with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of an Acceptable Auditor (which report and accompanying financial statements shall be unqualified as to going concern and scope of audit (other than a going concern or like qualification resulting solely from an upcoming maturity date for the previous fiscal yearNotes occurring within one year from the time such opinion is delivered) , and accompanied by the opinion of independent certified public accountants of recognized standing reasonably acceptable to the Administrative Agent, which opinion shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);” ​

Annual Financial Statements. As soon as available, and in any event within 90 ninety (90) days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year Fiscal Year ended December 31, 19992014, either a copy of the form 10-K (including all financial statements contained thereini) filed by Holdings as of the end of and for such fiscal year then ended, together with audited consolidating schedules for each of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) with respect to the financial statements contained therein, or a copy of the annual audit report (including the consolidated balance sheet) sheets of Holdings the Borrower and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of at the end of such year Fiscal Year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries for such fiscal yearFiscal Year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiariesin each case, (including, without limitation, to the Borrower) with respect to each extent included in the copy of such financial statementsstatements that are filed with or furnished to the SEC by the Borrower, in each case setting forth in comparative form the corresponding figures for the previous fiscal yearFiscal Year, in reasonable detail, together with a Financial Officer Certification and accompanied a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Gxxxx Xxxxxxxx LLP, any other “Big Four” accounting firm selected by the opinion of Borrower, or any other independent certified public accountants of recognized national standing selected by the Borrower and reasonably acceptable satisfactory to Administrative Agent (which report and/or the Administrative Agentaccompanying financial statements shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's records;consolidated financial statements has been made in accordance with generally accepted auditing standards); The financial statements filed with or furnished to the SEC by the Borrower (and which are available online) shall be deemed to have been provided by the Borrower pursuant to Sections 5.1(a) and (b).

Annual Financial Statements. As soon as available, and in any event within 90 120 days after the end of each fiscal year of HoldingsFiscal Year, beginning commencing with the fiscal year ended December 31Fiscal Year in which the Closing Date occurs, 1999(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, either a copy stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the form corresponding figures for the previous Fiscal Year, in reasonable detail (it being understood that the Form 10-K (including all financial statements contained therein) filed by Holdings as of with the end of Securities and for such fiscal year then endedExchange Commission shall be acceptable), together with audited consolidating schedules for each a Narrative Report and, only to the extent any such financial statements are not required to be filed by Borrower or any of Holdings its Subsidiaries with any securities exchange or with the Securities and its Consolidated Subsidiaries Exchange Commission or any governmental or private regulatory authority, a Financial Officer Certification, with respect thereto; and (including, without limitation, the Borrowerii) with respect to the such consolidated financial statements contained therein, a report thereon of KPMG or a copy of the annual audit report (including the consolidated balance sheet) of Holdings and its Consolidated Subsidiaries (including, without limitation, the Borrower) as of the end of such year and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, together with audited consolidating schedules for Holdings and its Consolidated Subsidiaries, (including, without limitation, the Borrower) with respect to each of such financial statements, in each case setting forth in comparative form the figures for the previous fiscal year, and accompanied by the opinion of other independent certified public accountants of recognized national standing selected by Borrower, and reasonably acceptable satisfactory to the Administrative AgentAgent (which report shall be unqualified as to going concern and scope of audit, which opinion and shall state that such consolidated financial statements present 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 and which opinion shall not be qualified or limited because of a restricted or limited that the examination by such accountant of any material portion of accountants in connection with such Person's recordsconsolidated financial statements has been made in accordance with generally accepted auditing standards);