Common use of Annual Financial Statements Clause in Contracts

Annual Financial Statements. Furnish Lender within ninety (90) days after the end of each Fiscal Year of Borrowers, financial statements of Borrowers on a consolidating and consolidated basis including, but not limited to, statements of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Lender (the "Accountants"). The report of the Accountants shall, if requested by the Lender, be accompanied by a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety one hundred five (90105) days after the end of each Fiscal Year fiscal year of BorrowersParent (including as to the fiscal year ending December 31, 2012), financial statements of Borrowers on Parent consisting of a consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated statements of income, stockholders’ and members’ equity and cash flows for the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of the Accountants certifying that Loan Parties under any of the Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of each Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making do not Know of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement insofar as they relate to accounting matters or, if they Know of such information came condition or event, stating the nature thereof and confirming each Borrower’s calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient delivered pursuant to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Section 7.3.3 with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant’s certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowers' compliance with to the requirements or restrictions imposed by the Financial CovenantsBanks on such accountants’ behalf.

Annual Financial Statements. Furnish Lender within ninety (90i) Within 90 days after the end close of each Fiscal Year of Borrowers, financial statements of Borrowers on a consolidating and consolidated basis including, but not limited to, statements of income and stockholders' equity and cash flow from the beginning fiscal year of the current Fiscal Year to Parent, (A) the end of such Fiscal Year and the consolidated balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Yearfiscal year and the related consolidated statements of income and retained earnings and statement of cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year and certified by PriceWaterhouseCoopers or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, all prepared together with a report of such accounting firm stating that in the course of its regular audit of the financial statements of the Parent and its Subsidiaries, which audit was conducted in accordance with GAAP applied on a basis consistent with prior practicesgenerally accepted auditing standards, and in reasonable detail and reported upon without qualification by an independent certified public such accounting firm selected by Borrowers and satisfactory to Lender (the "Accountants"). The report obtained no knowledge of the Accountants shall, if requested by the Lender, be accompanied by a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default existsrelating to financial or accounting matters, which has occurred and is continuing or, if in the opinion of such is not the case, specifying accounting firm such a Default or Event of DefaultDefault has occurred and is continuing, a statement as to the nature and period of existence thereof (it being understood that such accounting firm shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violations), and (B) management’s discussion and analysis of the important operational and financial developments during such fiscal year. (ii) Within 120 days after the close of each fiscal year of the Borrower, (A) the consolidated balance sheet of the Borrower and its natureSubsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and statement of cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year and certified by PriceWaterhouseCoopers or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, when it occurredtogether with a report of such accounting firm stating that in the course of its regular audit of the financial statements of the Borrower and its Subsidiaries, whether it which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge of any Default or Event of Default relating to financial or accounting matters, which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the steps nature and period of existence thereof (it being taken by Borrowers with respect understood that such accounting firm shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such eventviolations), and (B) management’s discussion and analysis of the important operational and financial developments during such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenantsfiscal year.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) calendar days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated and consolidating statements of income, stockholders’ equity and cash flows for the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower’s calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 8.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such eventfinancial statements and (ii) to the effect that the Banks are intended to rely upon such accountant’s certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate to the Banks on such accountants’ behalf. Simultaneously with the delivery of the financial statements referred to above, the Borrower shall also furnish to the Administrative Agent and the Banks (i) a report listing the value of the Collateral located in Australia which report describes the value of such Collateral by type and by jurisdiction within Australia, and (ii) a report on environmental matters occurring during the fourth fiscal quarter of such certificate shall have appended thereto calculations which set forth Borrowers' compliance with year, each of the requirements or restrictions imposed by reports in items (i) and (ii) to contain such information and in form and scope satisfactory to the Financial CovenantsAdministrative Agent.

Annual Financial Statements. Furnish Lender within ninety As soon as available and in any event not later than the earlier to occur of (90x) the 90th day after the close of each fiscal year and (y) fifteen days after the end of each Fiscal Year of Borrowersdate by which the Borrower is required to file its annual report on form 10-K with the SEC, (i) unqualified audited financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated statements of income, retained earnings and cash flows for the balance sheet fiscal year then ended, certified (subject to normal year-end audit adjustments and without footnotes) by independent certified public accountants satisfactory to the Administrative Agent as at the end of such Fiscal Year, all having been prepared in accordance with GAAP applied on a basis consistent with prior practices, and all in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Lender (setting forth in comparative form the "Accountants"). The report financial statements as of the Accountants shall, if requested by end of and for the Lender, be accompanied by a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, preceding fiscal year and (ii) an annual budget and forecasts for the subsequent fiscal year. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in making the examination upon method used to prepare the financial statements as to which such report was accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Lenders substantially to the effect that, based either no information came to upon their attention ordinary and customary examination of the affairs of the Loan Parties, 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 condition or event which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came to their attention, specifying any such Default condition or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with stating the requirements or restrictions imposed by the Financial Covenantsnature thereof.

Annual Financial Statements. Furnish Lender Commencing with the fiscal year ending as of December 31, 2012, as soon as available and in any event within ninety one hundred twenty (90120) calendar days after the end of each Fiscal Year such fiscal year of BorrowersHallador, (i) audited financial statements of Borrowers on Hallador consisting of a consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated statements of income, retained earnings and cash flows for the fiscal year then ended, certified by independent certified public accountants satisfactory to the Administrative Agent and (ii) consolidating schedules for the balance sheet sheet, statement of income, retained earnings and cash flow of Borrower that have been certified (subject to normal year-end audit adjustments and without footnotes) by the Chief Executive Officer, President or Chief Financial Officer of Borrower as at the end of such Fiscal Year, all having been prepared in accordance with GAAP applied on a basis consistent with prior practicesGAAP, and all in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers setting forth in comparative form the financial statements as of the end of and satisfactory to Lender (for the "Accountants")preceding fiscal year. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that (i) Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Lenders substantially to the effect that, based upon their ordinary and customary examination of the affairs of the Loan Parties, performed in connection with the preparation of such consolidated financial statements, and in accordance with GAAP, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came to their attention, specifying any such Default condition or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with stating the requirements or restrictions imposed by the Financial Covenantsnature thereof.

Annual Financial Statements. Furnish Lender As soon as available, and in any event within ninety (90) 120 days after the end close of each Fiscal Year, beginning with the 2008 Fiscal Year Borrower shall furnish to Lender, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower’s sole cost and expense), or, in the case of Borrowerspredominantly text documents, financial statements in Adobe .pdf format, a balance sheet of Borrowers Borrower and (except to the extent stock in Sponsor is publicly traded on a consolidating and consolidated basis including, but not limited to, statements major stock exchange) Sponsor as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year and year, which statements with respect to Borrower shall be on a consolidated basis with respect to the balance sheet Properties as at the end a whole, together with related consolidated statements of income for such Fiscal Year, all which statements shall include an attached schedule of Net Operating Income, gross carrying value and accumulated depreciation, each on an individual property basis, audited by an Approved Accounting Firm whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP applied on a consistent basis consistent and shall not be qualified as to the scope of the audit or as to the status of Borrower as a going concern. Together with prior practicesBorrower’s annual financial statements, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory Borrower shall furnish to Lender (the "Accountants"). The report of the Accountants shall, if requested by the Lender, be accompanied by a statement of the Accountants certifying that in hard copy and electronic format: (i) they have caused this Agreement to be reviewed, then current rent roll and occupancy reports of the Properties; (ii) to the extent not otherwise described in making this Section 5.12, copies of all financial statements and similar reports delivered to Encumbered Property Lenders; and (iii) such other information as Lender shall reasonably request, to the examination upon which such report was based either no information came extent readily available to their attention which Borrower or Sponsor without material cost or expense. Notwithstanding the foregoing, for so long as Lender is required on advice of Lender’s counsel to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance include the same in Lender’s public filings with the requirements or restrictions imposed by Securities and Exchange Commission, in addition to the Financial Covenants. In additionforegoing, Borrower shall furnish to Lender, within 75 days following the reports close of each Fiscal Year, an unaudited balance sheet of Borrower for the Fiscal Year then ended, which statement shall include a balance sheet of Borrower as of the end of such year, which statement shall be on a consolidated basis with respect to Borrower and the Properties as a whole, together with the related statement of income for such Fiscal Year, which statements shall be accompanied by an Officer’s Certificate certifying that the same are true and correct and were prepared in accordance with GAAP and on a certificate of a Designated Officer of the Borrowing Representative which shall state thatconsistent basis, based on an examination sufficient subject to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing changes resulting from audit and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenantsnormal year-end audit adjustments.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) 90 days after the end of each Fiscal Year fiscal year of BorrowersBorrower, financial statements of Borrowers on Borrower consisting of a consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related statements of income, members’ equity and cash flows for the balance sheet fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as at of the end of and for the preceding fiscal year, and certified by RSM McGladrey or other independent certified public accountants of recognized standing reasonably satisfactory to Agent; provided however within 30 days after the end of each fiscal year of Borrower, Borrower shall deliver such Fiscal Year, all financial statements certified (subject to normal year-end audit adjustments) by the Managing Member of Borrower as having been prepared in accordance with GAAP applied on GAAP, consistently applied. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a basis consistent change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of Borrower under any of the Credit Documents. Borrower shall deliver with prior practicessuch financial statements and certification by its accountants a letter of such accountants to Agent and Lenders substantially: (a) to the effect that, based upon their ordinary and customary examination of the affairs of Borrower, performed in connection with the preparation of such consolidated financial statements, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Lender (the "Accountants"). The report accordance with generally accepted auditing standards, they are not aware of the Accountants shall, if requested by the Lender, be accompanied by a statement existence of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming Borrower’s calculations with respect to their attention, specifying any such Default or Event the Compliance Certificate to be delivered pursuant to Section 7.3.4 [Certificate of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (b) to the effect that Lenders are intended to rely upon such accountant’s certification of the annual financial statements and that such accountants authorize Borrower to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowers' compliance to Lenders on such accountants’ behalf. Borrower’s financial statements will be segregated from Whitecap’s or any other Affiliate’s financial statements. Concurrent with the requirements delivery of Borrower’s annual financial statements, Borrower shall deliver or restrictions imposed by cause to be delivered financial statements and other information as described herein with respect to SAI. Borrower shall deliver or cause to be delivered financial statements and other information as described herein with respect to Whitecap as soon as the Financial Covenantssame become available.

Annual Financial Statements. Furnish Lender Administrative Agent within ninety (90) days after the end of each Fiscal Year fiscal year of the Borrowers, financial statements of Borrowers IMCO and its Subsidiaries on a consolidated and consolidating and consolidated basis including, but not limited to, statements of income and stockholders' ’ equity and cash flow from the beginning of the current Fiscal Year fiscal year to the end of such Fiscal Year fiscal year and the balance sheet as at the end of such Fiscal Yearfiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers Loan Parties and satisfactory to Lender Administrative Agent (the "“Accountants"”). The report of the Accountants shallSuch statements shall also include information with respect to IMCO, if requested its Subsidiaries that are Loan Parties and its Non-Loan Party Subsidiaries on a condensed, consolidating basis, each in such detail as reasonably deemed necessary by the Lender, be accompanied by a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) Administrative Agent in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenantsdiscretion. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative IMCO’s senior financial officer which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers such Loan Party with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by Sections 6.6 [Fixed Charge Coverage Ratio], 6.7 [Suspension of Financial Covenant Triggering Event], 7.1 [Merger, Consolidation, Acquisition and Sale of Assets], 7.3 [Guarantees], 7.4 [Investments], 7.5 [Loans], 7.6 [Capital Expenditures] and 7.11 [Leases]. In addition, upon the Financial Covenantsreasonable request of the Administrative Agent, the Loan Parties shall provide to the Administrative Agent the financial statements set forth above of IMCO and its Subsidiaries on a consolidating basis.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidating consolidated balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, statements of income and stockholdersoperations, shareholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and audited by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing reasonably satisfactory to Lender (the "Accountants")Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any of event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants, a letter of such accountants to the Administrative Agent for the benefit of each Bank substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing Borrower and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such certificate shall accountant's audit of the annual financial statements and that such accountants authorize the Loan Parties to deliver such certifying letter to the Banks on such accountants' behalf. The Loan Parties will be deemed to have appended thereto calculations which set forth Borrowers' compliance complied with the delivery requirements or restrictions imposed by of this Section 7.3.2 if, within ninety (90) days after the Financial Covenantsend of each fiscal year of the Borrower, the Borrower delivers to the Administrative Agent and each of the Banks (i) a copy of its Annual Report and Form 10-K as filed with the SEC and the financial statements contained therein meet the requirements described in this Section and (ii) the certificate and letter of accountants as described above.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, the annual report on Form 10-K for the Borrower and its consolidated financial statements, consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated and consolidating statements of Borrowers on a consolidating and consolidated basis includingincome, but not limited to, statements of income and stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an PriceWaterhouseCoopers L.L.P. or such other independent certified public accounting firm selected by Borrowers and accountants of comparable nationally recognized standing satisfactory to Lender (the "Accountants")Administrative Agent in its reasonable judgment. The consolidating statement of income shall include a schedule detailing the income by each retail location of the Loan Parties. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Lenders substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient delivered pursuant to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Section 8.3.4 with respect to such event, financial statements and (ii) to the effect that the Lenders are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Lenders on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender To the Collateral Agent, as soon as available and in any event within ninety one hundred twenty (90120) days after the end of each Fiscal Year fiscal year of the Borrowers, financial statements of Borrowers on the Borrowers, consisting of a consolidated and consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated and consolidating statements of income, shareholders' equity, retained earnings and cash flows for the balance sheet fiscal year then ended, all in reasonable detail 84 and setting forth in comparative form the financial statements as at of the end of and for the preceding fiscal year, and certified by independent certified public accountants of nationally recognized standing satisfactory to the Agent, provided, however, that the certificate or report of accountants shall not be required to apply to consolidating statements of income shareholders' equity, retained earnings and cash flows. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such Fiscal Yearaccountants concur) and shall not indicate the occurrence or existence of any event, all prepared condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Borrower under any of the Loan Documents. The Borrowers shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Collateral Agent and the Lenders substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrowers, performed in connection with the preparation of such consolidated financial statements, and in accordance with GAAP applied on a basis consistent with prior practicesgenerally accepted auditing standards, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Lender (the "Accountants"). The report they are not aware of the Accountants shall, if requested by the Lender, be accompanied by a statement existence of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came to their attentioncondition or event, specifying any such Default or Event of Default, its nature, when it occurred stating the nature thereof and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth confirming the Borrowers' compliance calculations with respect to the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.4 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Lenders are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Borrowers to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Lenders on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, the annual report on Form 10-K for the Borrower and its consolidated financial statements, consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated and consolidating statements of Borrowers on a consolidating and consolidated basis includingincome, but not limited to, statements of income and stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an Coopers & Lybr▇▇▇ ▇.▇.P. or such other independent certified public accounting firm selected by Borrowers and accountants of comparable nationally recognized standing satisfactory to Lender (the "Accountants")Agent in its reasonable judgment. The consolidating statement of income shall include a schedule detailing the income by each retail location of the Loan Parties. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient delivered pursuant to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Section 8.3.4 with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety one hundred twenty (90120) days after the end of each Fiscal Year fiscal year (commencing with the period ending December 31, 2004) of BorrowersIASG, audited financial statements of Borrowers on Borrower consisting of a consolidated and, upon Agent's request, consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income income, stockholders' and stockholdersmembers' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of the Accountants certifying that Loan Parties under any of the Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement insofar as they relate to accounting matters or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of BorrowersParent, financial statements of Borrowers on Parent consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and of stockholders' equity and consolidated cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Borrower under any of the Accountants certifying that Loan Documents. The Borrowers shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrowers, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came to their attentioncondition or event, specifying any such Default or Event of Default, its nature, when it occurred stating the nature thereof and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth confirming the Borrowers' compliance calculations with respect to the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate delivered pursuant to paragraph 4 of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers this Exhibit 7.3 with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Borrowers to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on Orius and its Subsidiaries consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 0 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated statements of operations, shareholders’ equity and cash flows for the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and audited by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing reasonably satisfactory to Lender (the "Accountants")Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any of event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants, a letter of such accountants to the Administrative Agent for the benefit of each Bank substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower’s calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing Borrower and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such certificate shall accountant’s audit of the annual financial statements and that such accountants authorize the Loan Parties to deliver such certifying letter to the Banks on such accountants’ behalf. The Loan Parties will be deemed to have appended thereto calculations which set forth Borrowers' compliance complied with the delivery requirements or restrictions imposed by of this Section 7.3.2 if, within ninety (90) days after the Financial Covenantsend of each fiscal year of the Borrower, the Borrower delivers to the Administrative Agent and each of the Banks (i) a copy of its Annual Report and Form 10-K as filed with the SEC and the financial statements contained therein meet the requirements described in this Section and (ii) the certificate and letter of accountants as described above.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on a the Borrower and its Consolidated Subsidiaries consisting of consolidated and consolidating and consolidated basis including, but not limited to, statements balance sheets as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated and consolidating statement of operations, consolidated stockholders' equity, consolidated statement of retained earnings and consolidated statement of cash flow for the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and (in the case of the consolidated financial statements only) certified by an Ernst & Young or another independent certified public accounting firm selected by Borrowers and accountant of nationally recognized standing satisfactory to Lender (the "Accountants")Required Banks. The certificate or report of accountants shall be free of qualifications (other than (A) any consistency qualification, or (B) any qualification relating to an inconsistency with GAAP, that may result from a change in the Accountants shallmethod used to prepare Borrower's financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of the Borrower under any of the Senior Loan Documents, together with a letter of such accountants substantially to the effect that based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which constitutes or would, upon notice or lapse of time, or both, constitute an Event of Default or, if requested they are aware of such condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to the certificate to be delivered pursuant to Section 8.3(d) with respect to such financial statements. CERTIFICATE OF THE BORROWER. Concurrently with the financial statements of the Borrower furnished to the Agent and to the Banks pursuant to Sections 8.3(b) and 8.3(c), a certificate of the Borrower signed by the LenderChief Executive Officer, be accompanied by a statement President, Chief Financial Officer, Treasurer or Controller of the Accountants certifying that Borrower, in the form of EXHIBIT L, to the effect that, except as described pursuant to Section 8.3(e), (i) they have caused this Agreement the representations and warranties of the Borrower contained in Article 6 and any certifications delivered by any of the Companies after the Closing Date are true on and as of the date of such certificate with the same effect as though such representations, warranties and certifications had been made on and as of such date (except representations, warranties and certifications which expressly relate solely to be reviewedan earlier date or time) and the Borrower has performed and complied with all covenants and conditions hereof, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Potential Default under this Agreement or any related agreement or, if exists and is continuing on the date of such information came certificate and (iii) containing calculations in sufficient detail to their attention, specifying any such Default or Event demonstrate the Leverage Ratio and compliance as of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance the date of the financial statements with the requirements or restrictions imposed by the Financial Covenants. In additioncovenants contained in Sections 2.5, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that8.1(l) and 8.2(a), based on an examination sufficient to permit him to make an informed statement(b), no Default or Event of Default exists(c), or(h), if such is not the case(i), specifying such Default or Event of Default(j), its nature(k), when it occurred, whether it is continuing (n) and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants(o).

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated and consolidating statements of income, stockholders’ equity and cash flows for the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Lenders substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower’s calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 8.3.4 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Lenders are intended to rely upon such accountant’s certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowers' compliance with to the requirements or restrictions imposed by the Financial CovenantsLenders on such accountants’ behalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of the Borrowers, financial statements of the Borrowers on consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year and related consolidated basis including, but not limited to, and consolidating statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The Banks acknowledge that the Borrowers' current accountants, BDO ▇▇▇▇▇▇▇, LLP, are satisfactory. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrowers performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came to their attentioncondition or event, specifying any such Default or Event of Default, its nature, when it occurred stating the nature thereof and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth confirming the Borrowers' compliance calculations with respect to the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrowers] with respect to such eventfinancial statements, and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender within ninety At any time that Tenant is neither (90i) days after a company, the end of each Fiscal Year of Borrowersstock or other ownership interests in which are publicly traded on a national stock exchange, nor (ii) a company that has its financial statements consolidated with the financial statements of Borrowers a company, the stock or other ownership interests in which are publicly traded on a consolidating national stock exchange, Tenant shall, within thirty (30) business days following Landlord’s request therefor, submit to Landlord Tenant’s financial statement covering the preceding calendar year, certified by Tenant’s President or Chief Financial Officer (or, at Tenant’s option, an independent certified public accountant) as being true and consolidated basis includingcorrect in all material respects, but not limited to, statements of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Year, all which financial statement shall be prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification generally accepted accounting principles by an independent certified public accounting firm selected by Borrowers accountant; provided, however, that (a) Landlord shall not request such financial statement from Tenant more than once in any calendar year; and satisfactory to Lender (b) Landlord shall preserve the "Accountants"). The report confidentiality of the Accountants shallinformation contained in such financial statement, if requested by the Lender, except that Landlord shall be accompanied by a permitted to provide copies of such financial statement of the Accountants certifying that to (i) they employees of Landlord and Landlord’s asset manager, property manager, accountants and attorneys who provide services to Landlord and have caused this Agreement a reasonable need to be reviewedhave access to such information, (ii) prospective purchasers of the Land, the Building or both, and (iii) prospective lenders to Landlord, all of whom shall be advised by Landlord of the provisions of this Section 32.O., but Landlord’s indemnification obligations set forth in making the examination upon which such report was based either no information came following sentence of this Section O. shall not be diminished by Tenant’s permission for Landlord to their attention which make copies of Tenant’s financial statement available to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Defaultpersons. Landlord shall indemnify, its natureprotect, when it occurred and whether it is continuingdefend, and such report shall contain hold harmless Tenant from and against any and all damages, losses, claims, liabilities and costs suffered or have appended thereto calculations which set forth Borrowers' compliance incurred by Tenant in connection with the requirements failure to maintain the confidentiality of the information contained in such financial statements by any individual or restrictions imposed by entity to which Landlord shall have provided such information. If Tenant is a company that has its financial statements consolidated with the Financial Covenants. In additionfinancial statements of a company, the reports shall be accompanied by stock or other ownership interests in which are publicly traded on a certificate of a Designated Officer national stock exchange, then Tenant shall, within thirty (30) days following Landlord’s request therefor, meet with Landlord to reasonably address Tenant’s financials in the context of the Borrowing Representative financial statements of the company with which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial CovenantsTenant’s financials are consolidated.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and income, retained earnings, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Bank. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur or any qualification that the Bank may, if requested by its sole discretion, waive as not being material to the Lenderfinancial condition, be accompanied by a statement management or accounting capabilities or business operations of the Accountants certifying that Borrower) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Borrower under any of the Loan Documents. The Borrower shall deliver with such financial statements and certification by its accountants a letter of such accountants to the Bank substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient delivered pursuant to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Section 8.3.3 with respect to such event, financial statements and (ii) to the effect that the Bank is intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Borrower to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowers' compliance with to the requirements or restrictions imposed by the Financial CovenantsBank on such accountant's behalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Parent, financial statements of Borrowers on the Parent consisting of a consolidating consolidated balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, statements of income and stockholdersoperations, shareholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and audited by an independent certified public accounting firm selected by Borrowers and satisfactory to Lender (the "Accountants")accountants of nationally recognized standing. The report Loan Parties shall deliver with such financial statements a certifying letter of such accountants to the Accountants Administrative Agent for the benefit of each Bank which shall, if requested by the Lender, be accompanied by a statement of the Accountants certifying that : (i) they have caused this Agreement be to be reviewedthe effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, (ii) not contain a "going concern" or like qualification or exception, (iii) not contain a qualification or exception as to the scope of such audit (other than as is customary), and (iv) not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents. In addition, such certifying letter shall contain statements substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Parent, performed in making connection with the examination upon preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Parent's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing Borrower and the steps being taken by Borrowers Parent] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such certificate shall accountant's audit of the annual financial statements and that such accountants authorize the Loan Parties to deliver such certifying letter to the Banks on such accountants' behalf. The Loan Parties will be deemed to have appended thereto calculations which set forth Borrowers' compliance complied with the delivery requirements or restrictions imposed by of this Section 7.3.2 if, within ninety (90) days after the Financial Covenantsend of each fiscal year of the Parent, the Parent delivers to the Administrative Agent (i) a copy of its Form 10-K as filed with the SEC and the financial statements contained therein meet the requirements described in this Section and (ii) the certifying letter of accountants as described above.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Parent, financial statements of Borrowers on the Parent consisting of a consolidating consolidated balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, statements of income and stockholdersoperations, shareholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and audited by an independent certified public accounting firm selected by Borrowers and satisfactory to Lender (the "Accountants")accountants of nationally recognized standing. The report Loan Parties shall deliver with such financial statements a certifying letter of such accountants to the Accountants Administrative Agent for the benefit of each Bank which shall, if requested by the Lender, be accompanied by a statement of the Accountants certifying that : (i) they have caused this Agreement be to be reviewedthe effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, (ii) not contain a "going concern" or like qualification or exception, (iii) not contain a qualification or exception as to the scope of such audit (other than as is customary), and (iv) not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents. In addition, such certifying letter shall contain statements substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Parent, performed in making connection with the examination upon preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they are not aware of the existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Parent's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing Borrower and the steps being taken by Borrowers Parent] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such certificate shall accountant's audit of the annual financial statements and that such accountants authorize the Loan Parties to deliver such certifying letter to the Banks on such accountants' behalf. The Loan Parties will be deemed to have appended thereto calculations which set forth Borrowers' compliance complied with the delivery requirements or restrictions imposed by of this Section 7.3.2 if (i) the Financial CovenantsLoan Parties have complied with the portion of Section 7.3.8(iv) [Budgets, Forecasts, Other Reports and Information] that relates to Form 10-K reporting and the financial statements contained in such Form 10-K meet the requirements described in this Section 7.3.2 and (ii) the Parent delivers to the Administrative Agent the certifying letter of accountants as described above.

Annual Financial Statements. Furnish Lender (i) As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year Year, audited consolidated balance sheet of BorrowersInergy, financial statements of Borrowers on a consolidating L.P. and consolidated basis including, but not limited to, statements of income and stockholders' equity and cash flow from the beginning its Consolidated Subsidiaries as of the current Fiscal Year to the end close of such Fiscal Year and audited consolidated statements of income, retained earnings and cash flows for the balance sheet Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and audited by Ernst & Young, LLP or other independent certified public accountants of national standing reasonably acceptable to the Administrative Agent in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by Inergy, L.P. or any of its Consolidated Subsidiaries or with respect to accounting principles followed by Inergy, L.P. or any of its Consolidated Subsidiaries not in accordance with GAAP and there exists no Event of Default under Article IX of this Agreement. For purposes hereof, the delivery of Inergy, L.P.’s appropriately completed Annual Report on Form 10-K will be sufficient in lieu of delivery of the consolidated financial statements of Inergy, L.P. and its Consolidated Subsidiaries. (ii) As soon as at practicable and in any event within ninety (90) days after the end of such each Fiscal Year, unaudited consolidating balance sheet of Inergy, L.P. and its Consolidated Subsidiaries as of the close of such Fiscal Year and unaudited consolidating statements of income, retained earnings and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, certified by a Financial Officer of Inergy Partners as having been prepared in accordance with GAAP applied on a basis consistent with prior practicesGAAP. (iii) As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the close of such Fiscal Year and audited consolidated statements of income, retained earnings and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, and reported upon without qualification audited by an Ernst & Young, LLP or other independent certified public accounting firm selected by Borrowers and satisfactory accountants of national standing reasonably acceptable to Lender (the "Accountants"). The report Administrative Agent in accordance with GAAP and, if applicable, containing disclosure of the Accountants shalleffect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, if requested by the Lender, be and accompanied by a statement report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by the Borrower or any of its Consolidated Subsidiaries or with respect to accounting principles followed by the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) Borrower or any of its Consolidated Subsidiaries not in making the examination upon which such report was based either accordance with GAAP and there exists no information came to their attention which to their knowledge constituted an Event of Default or a Default under Article IX of this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial CovenantsAgreement.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety one hundred twenty (90120) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidating consolidated balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practicesGAAP, and all in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event the certificate to be delivered pursuant to paragraph 4 of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers this Exhibit 8.3 with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) calendar days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on KI Holdings consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, which shall include in the notes thereto the condensed consolidating balance sheet and consolidated basis including, but not limited to, condensed consolidating statements of income and stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal YearBorrower, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. Simultaneously with the delivery of the financial statements referred to above, the Borrower shall also furnish to the Administrative Agent and the Lenders a report on environmental matters occurring during the fourth fiscal quarter of such year which contains such information and in form and scope satisfactory to the Administrative Agent.” (q) Subsection (i) they have caused this of Section 8.3.8 [Budgets, Forecasts, Other Reports and Information] of the Credit Agreement is hereby amended and restated as follows: (i) the annual budget, including a balance sheet, income statement and cash flow statement, and any forecasts or projections of the Borrower, to be reviewed, supplied not later than sixty (ii60) in making days after the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer commencement of the Borrowing Representative fiscal year to which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event any of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenantsforegoing may be applicable,” (r) Section 9.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of the Borrowers, financial statements of the Borrowers on and their Subsidiaries consisting of a consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated statements of income (including results from operations of each segment of the balance sheet as at Borrowers and their Subsidiaries), retained earnings and cash flows for the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and a report thereon certified by an KPMG Peat Marwick, the Borrowers' accountant, or another independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing reasonably satisfactory to Lender (the "Accountants")Agent, together with a comparison to the Business Plan. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrowers and their Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came to their attentioncondition or event, specifying any such Default or Event of Default, its nature, when it occurred stating the nature thereof and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth confirming the Borrowers' compliance calculations with respect to the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 8.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrowers] with respect to such eventfinancial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate to the Banks on such accountants' behalf. Additionally, and such certificate whenever available, the Borrowers shall have appended thereto calculations which set forth deliver to the Agent any management letter of their accountants regarding the Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender the Agent together with the Borrower's report on Form 10-K. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the "Accountants")method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents. The report Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Accountants shall, if requested by Agent and the Lender, be accompanied by a statement of the Accountants certifying that Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.4 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and containing an accountant's certification acceptable to the Agent and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with behalf (as expressed in a privity or reliance letter acceptable to the requirements or restrictions imposed by the Financial CovenantsAgent).

Annual Financial Statements. Furnish Lender Agent within ninety (90) days after the end of each Fiscal Year of Borrowers, audited financial statements of Borrowers on a consolidating and consolidated basis including, but not limited to, including statements of income and stockholders' ’ equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Lender Agent (the "“Accountants"”). The report of the Accountants shall, if requested by the LenderAgent, be accompanied by a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon which such report was based based, either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement Other Document or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' ’ compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Borrower Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' ’ compliance with the requirements or restrictions imposed by the Financial Covenants. Agent hereby acknowledges that Hoberman & Lesser, LLP is currently Sachem’s Accountants and deems such firm is satisfactory.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, the annual report on Form 10-K for the Borrower and its consolidated financial statements, consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated and consolidating statements of Borrowers on a consolidating and consolidated basis includingincome, but not limited to, statements of income and stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an KPMG LLP or such other independent certified public accounting firm selected by Borrowers and accountants of comparable nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient delivered pursuant to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Section 8.3.4 with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety one hundred-twenty (90120) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, or after a Qualified IPO Transaction, Holdings, financial statements of, as applicable, the Borrower or Holdings, consisting of Borrowers on a consolidated and consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated and consolidating statements of income, stockholders’ equity and cash flows for the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all in reasonable detail and prepared in accordance with GAAP consistently applied and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and audited and reported on by independent certified public accountants of nationally recognized standing satisfactory to the Administrative Agent (all of which may be provided by means of delivery of the applicable SEC Form 10-K, which will be deemed delivered upon filing thereof). The opinion or report of accountants shall be prepared in accordance with reasonably acceptable auditing standards and shall be free of any qualification (other than any consistency qualification that may result from a basis consistent change in the method used to prepare the financial statements as to which such accountants concur), including without limitation as to the scope of such audit or status as a “going concern” of the Borrower or any SubsidiaryLoan Party. The Loan Parties shall deliver with prior practicessuch financial statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Lenders substantially to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Lender (the "Accountants"). The report accordance with GAAP, they are not aware of the Accountants shall, if requested by the Lender, be accompanied by a statement existence of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement in respect of the financial covenants specified in Sections 9.13, 9.14 and 9.15 or, if they are aware of such information came to their attention, specifying any such Default condition or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with stating the requirements or restrictions imposed by the Financial Covenantsnature thereof.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of BorrowersBorrower, financial statements of Borrowers on Borrower consisting of a consolidating balance sheet as of the end of such fiscal year, and consolidated basis including, but not limited to, related statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (Bank and Borrower shall deliver all reports filed on Form 10-K with the "Accountants")Securities and Exchange Commission. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of Borrower under any of the Accountants certifying that Loan Documents. Borrower shall deliver with such financial statements and certification by its accountants a letter of such accountants to Bank substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming Borrower's calculations with respect to their attention, specifying any such Default or Event the certificate to be delivered pursuant to Section 7.3.4 [Certificate of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that Bank is intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize Borrower to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto Bank on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as practicable, and in any event within ninety (90) days after the end close of each Fiscal Year during the Term, Subtenant shall furnish to Sublandlord a copy of Borrowers, financial statements of Borrowers on a consolidating its audited consolidated balance sheet and related audited consolidated basis including, but not limited to, statements statement of income and stockholders' equity audited statement of cash flow, in each case with respect to Subtenant and cash flow from the beginning of the current Fiscal Year with respect to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal YearSubleased Property, all prepared in accordance with GAAP applied on generally accepted accounting principles consistently applied. The foregoing financial statements shall be certified by a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent nationally recognized certified public accounting firm selected by Borrowers and satisfactory accountants, or such other accountants as may be reasonably acceptable to Lender (Sublandlord. All such financial statements shall set forth, in comparative form, the "Accountants")figures for the preceding Fiscal Year. The report of the Accountants shall, if requested by the Lender, foregoing annual financial statements shall be accompanied by a statement an opinion of the Accountants certifying foregoing accountants to the effect that (ia) they have caused this Agreement there are no qualifications as to be reviewedthe scope of the audit and (b) the audit was performed in accordance with generally accepted accounting principles, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenantsconsistently applied. In addition, the reports The annual financial statements required hereunder shall be accompanied by a certificate of a Designated Officer duly authorized representative of Subtenant, dated within five (5) days of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed delivery of such statement, stating that (i) the representative knows of no Default or Event of Default existsDefault, or event which, upon notice or the passage of time or both, would become an Event of Default, or, if any such event has occurred and is not the casecontinuing, specifying such Default the nature and period of existence therein and what action Subtenant has taken or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers proposes to take with respect to such eventthereto, and (ii) except as otherwise specified in such certificate certificate, to the best of such representative's knowledge, Subtenant and Sublandlord have each fulfilled, in all material respects, all of their respective obligations under this Sublease which are required to be fulfilled on or prior to the date of such certificate. The foregoing financial statements shall have appended thereto calculations which set forth Borrowers' compliance include a statement of all Capital Expenditures made during such Fiscal Year and a reconciliation thereof with amounts deposited (or required to be deposited) into the requirements or restrictions imposed by the Financial CovenantsCapital Expenditure Reserve Account for such Fiscal Year.

Annual Financial Statements. Furnish Lender As soon as available, and in any event within ninety 120 days (90or, in the case of any Fiscal Year in which any Permitted Acquisition or Investment is consummated or any material accounting change (as determined by the Borrower in good faith) days has occurred, 150 days) after the end of each Fiscal Year ending after the Closing Date, (i) the consolidated balance sheet of Borrowers, financial statements of Borrowers on a consolidating and consolidated basis including, but not limited to, statements of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to U.S. Borrower as at the end of such Fiscal Year and the balance sheet as at the end related consolidated statements of income, stockholders’ equity and cash flows of U.S. Borrower for such Fiscal YearYear and, all prepared in accordance with GAAP applied on a basis consistent with prior practicescommencing after the completion of the second full Fiscal Year ended after the Closing Date, and setting forth, in reasonable detail detail, in comparative form the corresponding figures for the previous Fiscal Year and reported upon without qualification by (ii) with respect to such consolidated financial statements, a report thereon of an independent certified public accountant of recognized national standing or another accounting firm selected reasonably acceptable to the Administrative Agent (which report shall not be subject to a “going concern” or scope of audit qualification (except for any such qualification pertaining to, or disclosure of an exception or qualification resulting from, (w) the maturity (or impending maturity) of any Credit Facility or any other Indebtedness, (x) any breach or anticipated breach of any financial covenant, (y) a civil or criminal investigative demand, subpoena or other request for information arising from any investigation or inquiry by Borrowers and satisfactory or on behalf of any governmental authority or any claim, complaint, other form of accusation of a potential or actual charge or claim, litigation, investigation, arbitration or any other form of proceeding or inquiry arising from or relating to Lender (the "Accountants"). The report any of the Accountants shallforegoing or (z) the activities, if requested by the Lenderoperations, be accompanied by financial results, assets or liabilities of any Unrestricted Subsidiary) but may include a statement “going concern” or “emphasis of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default matter” explanatory paragraph or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuinglike statement, and shall state that such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In additionconsolidated financial statements fairly present, in all material respects, the reports shall be accompanied by a certificate consolidated financial position of a Designated Officer of U.S. Borrower as at the Borrowing Representative which shall state thatdates indicated and its income, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not stockholders’ equity and cash flows for the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers periods indicated in conformity with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants.GAAP;

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient delivered pursuant to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Section 7.3.3 with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety one hundred twenty (90120) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and, prior to the later of December 31, 2000 or an IPO, consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated and, prior to the balance sheet as at later of December 31, 2000 or an IPO, consolidating statements of income, retained earnings and cash flows for the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event the certificate to be delivered pursuant to paragraph 4 of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers this SCHEDULE 8.3 with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety one hundred and twenty (90120) days after the end of each Fiscal Year fiscal year of Borrowersthe Company, financial statements of Borrowers on the Company consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year (it is acknowledged that deliveries of financial statements with the Company's 10K currently satisfy the foregoing requirements), and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Company, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 8.3.4 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with behalf (as expressed in a privity or reliance letter acceptable to the requirements or restrictions imposed by the Financial CovenantsAgent).

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of material qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 8.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year (or, if either such date is earlier, on the date of Borrowersany required public filing thereof, financial statements of Borrowers or five (5) days following any date on a consolidating and consolidated basis includingwhich the Borrower may be required to file such statements), but not limited to, statements of income and stockholders' equity and cash flow from the beginning an audited Consolidated balance sheet of the current Fiscal Year to Borrower and its Subsidiaries as of the end close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows for the balance sheet Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as at of the end of such and for the preceding Fiscal Year, all Year and prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory acceptable to Lender (the "Accountants"). The report Administrative Agent in accordance with GAAP and, if applicable, containing disclosure of the Accountants shalleffect on the financial position or results of operations of any change in the application of accounting principles and practices during the year, if requested by the Lender, be and accompanied by a statement of the Accountants certifying report thereon by such certified public accountants that (i) they have caused this Agreement is not qualified with respect to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions scope limitations imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate Borrower or any of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default its Subsidiaries or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP. Delivery by the Borrower to the Administrative Agent and the Lenders of Borrower’s annual report to the SEC on Form 10-K with respect to any fiscal year, or the availability of such eventannual report on E▇▇▇▇ Online or any other publicly available database, within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(b), provided that in the case of a posting on E▇▇▇▇ Online or any other applicable database, the Borrower shall promptly notify the Administrative Agent (by telecopy or electronic mail) of the availability of such documents and the website of such database. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Compliance Certificates required by Section 8.2 to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and such certificate in any event shall have appended thereto calculations which set forth Borrowers' no responsibility to monitor compliance with the requirements or restrictions imposed by the Financial CovenantsBorrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Annual Financial Statements. Furnish Lender (i) As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Parent, financial statements of Borrowers on the Parent consisting of a consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by a firm of independent certified public accountants of nationally recognized standing selected by the Parent and reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur, and provided that to the extent the components of such consolidated financial statements relating to a prior fiscal period are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or exception as to scope of such consolidated financial statements as they relate to such components) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents. (ii) As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Netherlands Borrower a Consolidated balance sheet of the Netherlands Borrower and its Subsidiaries as at the end of such Fiscal Yearfiscal year, and the related Consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Lender (the "Accountants"). The report of the Accountants shall, if requested by the Lender, be accompanied by a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuingGAAP, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed consolidating statements to be certified by the Financial Covenants. In additionchief executive officer, the reports shall be accompanied by chief financial officer, treasurer or controller that is a certificate of a Designated Responsible Officer of the Borrowing Representative which shall state that, based on an examination sufficient Netherlands Borrower to permit him the effect that such statements are fairly stated in all material respects when considered in relation to make an informed statement, no Default or Event the Consolidated financial statements of Default exists, or, if such is not the case, specifying such Default or Event of Default, Netherlands Borrower and its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial CovenantsSubsidiaries.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety one hundred twenty (90120) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidating consolidated balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, statements of income and stockholdersincome, partners' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of the Accountants certifying that Borrower under any of the Loan Documents. The Borrower shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event event of default or Potential Default or a Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient delivered pursuant to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Section 7.3.3 with respect to such event, financial statements and (ii) to the effect that the banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Borrower to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowers, the Borrower and PTEK: financial statements of Borrowers on a consolidating the Borrower and its Subsidiaries and of PTEK and its Subsidiaries, consisting of consolidated basis including, but not limited to, statements balance sheets for each as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year and related consolidated statements of income, stockholder's equity and cash flows for the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year (alternatively, for PTEK, its annual 10-K as filed with the Securities and Exchange Commission may be substituted for the financial statements required by an the foregoing portion of this Section 7.3.2) and, with respect to the financial statements of PTEK and its Subsidiaries, certified by independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender the Agent. Each such certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the "Accountants")method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition, or contingency which would materially impair the prospect of payment or performance of any covenant, agreement, or duty of any Loan Party under any of the Loan Documents. The report Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Accountants shall, if requested by Agent and the Lender, be accompanied by a statement of the Accountants certifying that Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of PTEK and its Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement Sections 7.2.19 through 7.2.23 or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient delivered pursuant to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Section 7.3.3 with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Agent and each Lender within ninety one hundred twenty (90120) days after the end of each Fiscal Year fiscal year of BorrowersLoan Parties, financial statements of Borrowers Loan Parties and their Subsidiaries on a consolidating and consolidated basis basis, including, but not limited to, statements of income and stockholders' ’ equity and cash flow from the beginning of the current Fiscal Year fiscal year to the end of such Fiscal Year fiscal year and the balance sheet as at the end of such Fiscal Yearfiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers Loan Parties and satisfactory to Lender Agent (the "“Accountants"”). The report of the Accountants shall, if requested by the Lender, shall be accompanied by (a) copies of all management letters, exception reports or similar letters or reports received by Loan Parties or their Subsidiaries from the Accountants, and (b) a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, and (ii) in making the examination upon which such report was based based, either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' Loan Parties’ compliance with the requirements or restrictions imposed by the Financial CovenantsSection 7.6. In addition, the reports shall be accompanied by a certificate Compliance Certificate of a Designated Responsible Officer of the Borrowing Representative Administrative Borrower which shall state that, based on an examination sufficient to permit him such Responsible Officer to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Loan Parties with respect to such event, and such certificate Compliance Certificate shall have appended thereto calculations which set forth Borrowers' Loan Parties’ compliance with the requirements or restrictions imposed by Section 7.6. The Compliance Certificate shall also set forth a calculation of Quarterly Average Excess Availability for the Financial Covenantspurposes of determining the Applicable Margin with respect to the then current calculation period.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 7.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such event, financial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate shall have appended thereto calculations which set forth Borrowersto the Banks on such accountants' compliance with the requirements or restrictions imposed by the Financial Covenantsbehalf.

Annual Financial Statements. Furnish Lender (i) As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year Year, audited consolidated balance sheet of BorrowersInergy, financial statements of Borrowers on a consolidating L.P. and consolidated basis including, but not limited to, statements of income and stockholders' equity and cash flow from the beginning its Consolidated Subsidiaries as of the current Fiscal Year to the end close of such Fiscal Year and audited consolidated statements of income, retained earnings and cash flows for the balance sheet Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and audited by Ernst & Young, LLP or other independent certified public accountants of national standing reasonably acceptable to the Administrative Agent in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, and accompanied by a report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by Inergy, L.P. or any of its Consolidated Subsidiaries or with respect to accounting principles followed by Inergy, L.P. or any of its Consolidated Subsidiaries not in accordance with GAAP and there exists no Event of Default under Article IX of this Agreement. For purposes hereof, the delivery of Inergy, L.P.'s appropriately completed Annual Report on Form 10-K will be sufficient in lieu of delivery of the consolidated financial statements of Inergy, L.P. and its Consolidated Subsidiaries. (ii) As soon as at practicable and in any event within ninety (90) days after the end of such each Fiscal Year, unaudited consolidating balance sheet of Inergy, L.P. and its Consolidated Subsidiaries as of the close of such Fiscal Year and unaudited consolidating statements of income, retained earnings and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, certified by a Financial Officer of Inergy Partners as having been prepared in accordance with GAAP applied on a basis consistent with prior practicesGAAP. (iii) As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the close of such Fiscal Year and audited consolidated statements of income, retained earnings and cash flows for the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year, and reported upon without qualification audited by an Ernst & Young, LLP or other independent certified public accounting firm selected by Borrowers and satisfactory accountants of national standing reasonably acceptable to Lender (the "Accountants"). The report Administrative Agent in accordance with GAAP and, if applicable, containing disclosure of the Accountants shalleffect on the financial position or results of operation of any change in the application of accounting principles and practices during the year, if requested by the Lender, be and accompanied by a statement report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by the Borrower or any of its Consolidated Subsidiaries or with respect to accounting principles followed by the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) Borrower or any of its Consolidated Subsidiaries not in making the examination upon which such report was based either accordance with GAAP and there exists no information came to their attention which to their knowledge constituted an Event of Default or a Default under Article IX of this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial CovenantsAgreement.

Annual Financial Statements. Furnish Lender Agent within ninety (90) days after the end of each Fiscal Year fiscal year of BorrowersBorrower, financial (a) the consolidated balance sheet of Borrower and its consolidated Subsidiaries as of the end of such fiscal year, and the related statements of Borrowers on a consolidating and consolidated basis includingincome, but not limited to, statements of income and stockholders' change in stockholder's equity and cash flow from for the beginning of the current Fiscal Year to the end of period ended on such Fiscal Year and the balance sheet as at the end of such Fiscal Yeardate, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers Borrower and satisfactory to Lender Agent (the "Accountants"), and (b) the consolidating balance sheet of Borrower and its consolidated Subsidiaries as of the end of such fiscal year, and the related year to date consolidating statement of income, all prepared by Borrower in accordance with GAAP applied on a basis consistent with prior practices, subject to the absence of financial statement footnotes and similar disclosures. The report of the Accountants shall, if requested by the Lender, shall be accompanied by a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted a Default or an Event of Default or a Default under this Agreement or any related agreement Other Document or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' Borrower's compliance with the requirements or restrictions imposed by the Financial CovenantsSections 6.5, 7.6 and 7.11 hereof. In addition, the reports shall be accompanied by a certificate of a Designated Borrower's Chief Financial Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower with respect to such event, and such certificate shall have appended thereto calculations which set forth BorrowersBorrower' compliance with the requirements or restrictions imposed by the Financial CovenantsSections 6.5, 7.6 and 7.11 hereof.

Annual Financial Statements. Furnish Lender As soon as available, and in any event within ninety (90) 75 days after the end close of each Fiscal Year of Borrowersthe Borrower, the Borrower hereby covenants and agrees that it shall deliver, or shall cause to be delivered, the complete audited financial statements of Borrowers on a consolidating and consolidated basis including, but not limited to, statements the Borrower including the balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet related statements of revenues and expenses and cash flows for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the preceding Fiscal Year, all in reasonable detail, certified and prepared by Ernst & Young, LLP or any other independent certified public accountant reasonably acceptable to the Administrative Agent. Such financial statements shall be accompanied by an opinion of a certified public accountant, which opinion shall be signed by such certified public accountant. The opinion of the certified public accountant shall be free of exceptions or qualifications not reasonably acceptable to the Administrative Agent and, in any event, shall be free of any exception or qualification which is of “going concern” or like nature or which relates to a more limited scope of examination and shall be otherwise reasonably acceptable to the Administrative Agent. Such opinion shall in any event contain a written statement of the certified public accountant substantially to the effect that (i) said certified public accountant has examined the financial statements in accordance with Generally Accepted Accounting Principles and accordingly made such tests of accounting records and such other auditing procedures as at the certified public accountant considered necessary under the circumstances and (ii) in the opinion of the certified public accountant such financial statements present fairly the financial position of the Borrower as of the end of such Fiscal Year and the results of the Borrower’s operations and changes in cash flows for such Fiscal Year, all prepared in accordance conformity with GAAP Generally Accepted Accounting Principles applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers and satisfactory to Lender (the "Accountants"). The report that of the Accountants shall, if requested by the Lender, preceding Fiscal Year. Such financial statements shall also be accompanied by a statement copies of any management letters delivered by such certified public accountant to the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial CovenantsBorrower.

Annual Financial Statements. Furnish Lender Agent within ninety (90) days after the end of each Fiscal Year fiscal year of BorrowersLoan Parties, financial statements of Borrowers Loan Parties and their Subsidiaries on a consolidated and consolidating and consolidated basis basis, including, but not limited to, statements of income and stockholders' ’ equity and cash flow from the beginning of the current Fiscal Year fiscal year to the end of such Fiscal Year fiscal year and the balance sheet as at the end of such Fiscal Yearfiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrowers Loan Parties and satisfactory to Lender Agent (the "“Accountants"”). The report of the Accountants shall, if requested by the Lender, shall be accompanied by lxxi) copies of all management letters, exception reports or similar letters or reports received by Loan Parties or their Subsidiaries from the Accountants, and lxxii) a statement of the Accountants certifying that (i1) they have caused this Agreement to be reviewed, and (ii2) in making the examination upon which 126 such report was based based, either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' Loan Parties’ compliance with the requirements or restrictions imposed by the Financial CovenantsSections 6.8 and 7.6. In addition, the reports shall be accompanied by a certificate Compliance Certificate of a Designated Responsible Officer of the Borrowing Representative Administrative Loan Party which shall state that, based on an examination sufficient to permit him such Responsible Officer to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Loan Parties with respect to such event, and such certificate Compliance Certificate shall have appended thereto calculations which set forth Borrowers' Loan Parties’ compliance with the requirements or restrictions imposed by Sections 6.8 and 7.6. The Compliance Certificate shall also set forth a calculation of Quarterly Average Excess Availability for the Financial Covenantspurposes of determining the Applicable Margin with respect to the then current calculation period.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) calendar days after the end of each Fiscal Year fiscal year of Borrowersthe Borrower, financial statements of Borrowers on the Borrower consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated basis including, but not limited to, and consolidating statements of income and income, stockholders' equity and cash flow from flows for the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing satisfactory to Lender (the "Accountants")Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of any Loan Party under any of the Accountants certifying that Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Banks substantially (i) to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrower's calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer delivered pursuant to Section 8.3.3 [Certificate of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Borrower] with respect to such eventfinancial statements and (ii) to the effect that the Banks are intended to rely upon such accountant's certification of the annual financial statements and that such accountants authorize the Loan Parties to deliver such reports and certificate to the Banks on such accountants' behalf. Simultaneously with the delivery of the financial statements referred to above, the Borrower shall also furnish to the Administrative Agent and the Banks (i) a report listing the value of the Collateral located in Australia which report describes the value of such Collateral by type and by jurisdiction within Australia, and (ii) a report on environmental matters occurring during the fourth fiscal quarter of such certificate shall have appended thereto calculations which set forth Borrowers' compliance with year, each of the requirements or restrictions imposed by reports in items (i) and (ii) to contain such information and in form and scope satisfactory to the Financial CovenantsAdministrative Agent.

Annual Financial Statements. Furnish Lender Tenant shall deliver to Landlord within ninety seventy-five (9075) days after the end of each Fiscal Year Year, a profit and loss statement, balance sheet and statement of Borrowers, financial statements of Borrowers on a consolidating and consolidated basis including, but not limited to, statements of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such Fiscal Year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification certified either (i) by an independent certified public accounting firm selected by Borrowers accountant who is actively engaged in the practice of his profession and satisfactory who is reasonably acceptable to Lender Landlord (the "Accountants"). The report of the Accountants shalland Landlord hereby approves ▇▇▇▇▇▇▇▇ & Company, if requested by the Lender, be accompanied by PLLC as a statement of the Accountants certifying that (icertified public accountant who is acceptable to Landlord) they have caused this Agreement to be reviewedor, (ii) as provided below, by the Chief Financial Officer of Tenant or of Tenant’s general partner or managing member, if applicable, showing results from the operation of the Leased Property and Ski Personal Property during such Fiscal Year, including, without limitation, an accounting of the calculation of Minimum Additional Rent and amounts paid into the Reserve, and reasons for material variations from the Annual Budget for such year. Tenant shall also deliver to Landlord at any time and from time to time at Landlord’s cost and expense to the extent such information is not prepared in making the examination ordinary course of business by Tenant and the preparation of such information constitutes more than a nominal additional expense to Tenant (excluding any charge for Tenant’s overhead costs), upon which such report was based either no not less than twenty (20) Business Days notice from Landlord or TRS Corp., any financial statements or other financial reporting information came required to their attention which to their knowledge constituted an Event of Default be filed by Landlord or a Default under this Agreement TRS Corp. with the SEC or any related agreement orother governmental authority or required pursuant to any order issued by any Government Agencies or arbitrator in any litigation to which Landlord or TRS Corp. is a party for purposes of compliance therewith. The financial statements required herein are in addition to any other statements required hereunder. Notwithstanding the foregoing, in the event that Tenant’s financial records are not otherwise being reviewed or audited by an independent certified public accountant, then Landlord will accept financial statements certified true and correct by the Chief Financial Officer of Tenant or of Tenant’s general partner or managing member, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenantsapplicable.

Annual Financial Statements. Furnish Lender (a) As soon as available and in any event within ninety (90) 90 days after the end of each Fiscal Year fiscal year of Borrowersthe Loan Parties, annual unaudited financial statements of Borrowers on the Loan Parties, together with any Excluded Subsidiaries, the aggregate Consolidated EBITDA of which Excluded Subsidiaries does not exceed $1,000,000, consisting of a consolidated and consolidating and consolidated basis including, but not limited to, statements balance sheet as of income and stockholders' equity and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated and consolidating statements of operations and cash flows for the fiscal year then ended and as of and for the preceding fiscal year, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an Authorized Officer of the Borrowers as having been prepared in accordance with GAAP, consistently applied, except for any change in accounting principles required by GAAP. (b) As soon as available and in any event within 90 days after the end of each fiscal year of Steel, annual audited financial statements of Steel consisting of a consolidated balance sheet as at of the end of such Fiscal Yearfiscal year, and related consolidated statements of operations and comprehensive income, equity holders’ equity and cash flows for the fiscal year then ended and as of any for the preceding fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without certified by independent certified public accountants of nationally recognized standing reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents. The Borrowers shall deliver a certificate with such financial statements showing the bridge between the financial statements delivered pursuant to this Section 8.3.2(b) and the financial statements delivered pursuant to Section 8.3.2(a), with such analysis validated by an independent certified public accounting firm selected third party, in a manner agreed to by Borrowers and satisfactory to Lender (the "Accountants"). The report of the Accountants shall, if requested by the Lender, be accompanied by a statement of the Accountants certifying that (i) they have caused this Agreement to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial CovenantsAdministrative Agent.

Annual Financial Statements. Furnish Lender As soon as available and in any event within ninety (90) days after the end of each Fiscal Year of Borrowersfiscal year (or, with respect to the fiscal year ending March 31, 2020, on or prior to July 8, 2020), consolidated financial statements of Borrowers on a consolidating TGI and its consolidated basis including, but not limited to, statements Subsidiaries consisting of income and stockholders' equity and cash flow from the beginning consolidated balance sheets as of the current Fiscal Year to the end of such Fiscal Year fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the balance sheet as at the end of such Fiscal Yearfiscal year then ended, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year. Such consolidated statements shall be certified by an independent certified public accounting firm selected by Borrowers and accountants of nationally recognized standing reasonably satisfactory to Lender (the "Accountants")Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the Accountants shallmethod used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, if requested by condition or contingency which would materially impair the Lenderprospect of payment or performance of any covenant, be accompanied by a statement agreement or duty of the Accountants certifying that Borrowers under any of the Loan Documents, together with a letter of such accountants (ito the extent allowable under the policies of such accountants) substantially to the effect that, based upon their ordinary and customary examination of the affairs of TGI and its consolidated Subsidiaries, performed in connection with the preparation of such consolidated financial statements, and in accordance with generally accepted auditing standards, they have caused this Agreement to be reviewed, (ii) in making are not aware of the examination upon existence of any condition or event which such report was based either no information came to their attention which to their knowledge constituted constitutes an Event of Default or a Potential Default under this Agreement or any related agreement or, if they are aware of such information came condition or event, stating the nature thereof and confirming the Borrowers’ calculations with respect to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers' compliance with the requirements or restrictions imposed by the Financial Covenants. In addition, the reports shall certificate to be accompanied by a certificate of a Designated Officer of the Borrowing Representative which shall state that, based on an examination sufficient delivered pursuant to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrowers Section 8.3.3 with respect to such event, and such certificate shall financial statements. The Borrowers will be deemed to have appended thereto calculations which set forth Borrowers' compliance complied with the delivery requirements of this Section 8.3.2 if within ninety (90) days after the end of its fiscal year (or, with respect to the fiscal year ending March 31, 2020, on or restrictions imposed by prior to July 8, 2020), TGI delivers to the Financial CovenantsAdministrative Agent and files with the Securities and Exchange Commission a copy of TGI’s annual report and Form 10-K as filed with the Securities and Exchange Commission (together with a notice stating that such document is being delivered pursuant to this Section 8.3.2) and the financial statements and certification of public accountants contained therein meets the requirements described in this Section 8.3.2.