Common use of Annual Financials Clause in Contracts

Annual Financials. As soon as available and in any event not later than 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including any management letters delivered by of Deloitte & Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Administrative Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, a statement as to the nature thereof, thereof and (ivii) a Compliance Certificate executed by a Responsible Officer compliance certificate of the Borrower;chief financial officer of the Borrower (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year Fiscal Year (commencing with fiscal year the Fiscal Year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC2022), if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year Fiscal Year for the Parent Borrower, including Consolidated balance sheets of the Parent Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Parent Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by a report and opinion of independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatrecognized standing, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year which shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm prepared in accordance with generally accepted auditing standardsstandards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such accounting firm has obtained audit (other than such a qualification or exception that is solely with respect to, or resulting solely from, the upcoming maturity date of any of the Loans hereunder being scheduled to occur within twelve months from the time such report is delivered) to the effect that such Consolidated financial statements fairly present in all material respects the financial position, results of operations and cash flows of the Parent Borrower on a Consolidated basis in accordance with GAAP; provided that, if the independent auditor’s report with respect to such Consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Parent Borrower’s system of internal controls over financial reporting due to the exclusion of any acquired business from the management report on internal controls over financial reporting made pursuant to Item 308 of Regulation S-K of the SEC, to the extent such exclusion is permitted under provisions published by the SEC; provided further that, if applicable, the independent auditor’s report may contain references to independent audits performed by other independent public accountants of recognized national standing as contemplated by AU Section 543, Part of Audit Performed by Other Independent Auditors, or any successor standard under GAAP; and (ii) a Compliance Certificate, which shall include a statement from a Financial Officer of the Parent Borrower stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Parent Borrower has taken and proposes to take with respect thereto. 107

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in Alliance Resource Fourth Amended and Restated Credit Agreement 101 the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations, if any, used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 110 days after the end of each fiscal year (commencing with fiscal year ending December 31of Terra, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such Terra will furnish to the Administrative Agent Agent, with sufficient copies for each Lender and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-Keach Issuing Bank, a copy of the annual audit report for such year for the Borrower Terra and such consolidated its Subsidiaries, including therein the Borrower's a Consolidated balance sheet of Terra and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeincome and cash flows of Terra and its Subsidiaries for such fiscal year, cash flows, and retained earnings, setting forth in each case certified in comparative form the corresponding figures for the preceding fiscal year accompanied by an unqualified opinion of Deloitte & Touche or other independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided stating that, with respect to the fiscal year ending December 31except as expressly disclosed therein, 2007 onlysaid Consolidated financial statements present fairly, in all material respects, the requirements Consolidated financial position and results of this clause (ii) with respect to operations of Terra and its Consolidated Subsidiaries as of the last day of, and for, such fiscal year shall be satisfied by delivering year, together with (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Terra and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof (it being understood that said accountants shall have no liability to the Administrative Agent, the Lenders or the Issuing Banks for failure to obtain knowledge of any Default or Event of Default), (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04 and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Senior Financial Officer (A) stating that no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Terra has taken and proposes to take with respect thereto, (B) stating that since December 31, 1996, there has been no Material Adverse Change with respect to Terra and (C) providing a comparison between the financial position and results of operations set forth in such financial statements with the comparable information set forth in the financial projections and budget most recently delivered pursuant to Section 5.03(l) of the Existing Credit Agreement or Section 5.03(l).

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year Fiscal Year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeincome or operations, stockholders’ equity and cash flowsflows of the Borrower and its Subsidiaries for such Fiscal Year, and retained earnings, in each case certified accompanied by independent certified public accountants of national standing an unqualified opinion or an opinion otherwise reasonably acceptable to the Administrative Agent and including any management letters delivered by Required Lenders of PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing, setting forth in comparative form, in the case of each such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 onlyConsolidated balance sheet, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead corresponding figures as of the Borrower, and (B) unaudited financial statements last day of the type described immediately preceding Fiscal Year, and, in this clause the case of each such Consolidated statement of income or operations, stockholders’ equity and cash flows, the corresponding figures for the corresponding period in the immediately preceding Fiscal Year, together with (ii) with respect to the Borrower for such period, (iiii) a certificate letter from PricewaterhouseCoopers LLP or such independent public accountants of such accounting firm to the Administrative Agent and the Lenders nationally recognized standing stating that, in the course of the their regular audit of the business Consolidated financial statements of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm accountants in accordance with generally accepted auditing standards, such accounting firm has accountants have not obtained no any knowledge that a an Event of Default has occurred and is continuing, continuing under Section 6.14 or if, in the opinion of such accounting firmaccountants, a an Event of Default has occurred and is continuingcontinuing under Section 6.14, a statement as to the status and nature thereof, thereof and (ivii) a Compliance Certificate executed in the event of any change in the generally accepted accounting principles used by a Responsible Officer such accountants in the preparation of the Borrower;Consolidated financial statements of the Borrower and its Subsidiaries referred to above in this Section 6.13(c) from GAAP, such accountants shall also provide a reasonably detailed description of such changes.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a Consolidated balance sheet of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any U.S. Borrower and its Subsidiaries and (ii) to if the extent not otherwise provided in such Form 10-KU.S. Borrower has any Unrestricted Subsidiaries, a copy of the annual audit report for such year for the U.S. Borrower and such consolidated its Restricted Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets in each case as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' related Consolidated statements of income, income and cash flows, and retained earnings, flow for such Fiscal Year setting forth in each case certified in comparative form the corresponding figures for the previous Fiscal Year, accompanied by an opinion which shall be unqualified as to the scope of the audit and as to the going concern status of the U.S. Borrower and its Subsidiaries or the U.S. Borrower and its Restricted Subsidiaries, as the case may be, taken as a whole, of Deloitte & Touche LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Majority Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the U.S. Borrower and its consolidated Subsidiaries (or APCthe U.S. Borrower and its Restricted Subsidiaries, if applicable), if anyas the case may be, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the U.S. Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(j) and 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the U.S. Borrower shall also provide, if necessary for the determination of compliance with Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ivC) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the U.S. Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the U.S. Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within the earlier to occur of 10 days after the filing of Parent Guarantor’s Form 10-K and 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and its Subsidiaries (which may be the Parent Guarantor’s annual report on Form 10-K for such consolidated Subsidiariesyear), including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year and a calculation of Funds from Operations for such Fiscal Year, in the case of each case certified audited financial statement contained therein, accompanied by an unqualified opinion of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and Lender Parties (to the Lenders extent providing such a certificate does not violate generally-applicable policies of such accounting firm) stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent (to the extent providing such a schedule does not violate generally-applicable policies of such accounting firm) of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(b), (f)(v) and (ivg) and 5.04, and (iii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Chief Financial Officer (or person performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of (1) the annual audit report for such year for the Borrower BRW and such consolidated its Subsidiaries (including BCI and its Subsidiaries), including therein the Borrower's a Consolidated balance sheet of BRW and such consolidated its Subsidiaries (including BCI and its Subsidiaries' balance sheets ) as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and Consolidated and consolidating statements of cash flows, flows of BRW and retained earningsits Subsidiaries (including BCI and its Subsidiaries) for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of PWC or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent Required Lenders ( it being understood and including any management letters delivered by agreed that a qualified opinion for Fiscal Year 2002 shall not be deemed to be not “acceptable” solely because of such accountants qualification provided that the Agents receive confirmation from PWC as to the Borrower or any Subsidiary absence of significant factors resulting in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, qualification other than the requirements financial condition and liquidity of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC BCI and the related financial information described bankruptcy default relating to BCI in this clause the Oak Hill Indenture), together with (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower BRW and its consolidated Subsidiaries (or APC, if applicableincluding BCI and its Subsidiaries), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, BRW shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (2) the annual unaudited report for such year for BRW and its Subsidiaries (other than BCI and its Subsidiaries), including therein a Consolidated balance sheet of BRW and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and Consolidated and consolidating statements of cash flows of BRW and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the Chief Financial Officer of BRW as having been prepared in accordance with GAAP, and (iv3) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of BRW stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that BRW has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year Fiscal Year, a Consolidated balance sheet of (commencing with fiscal year ending December 31, 2007i) of the such Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to if the extent not otherwise provided in U.S. Borrower has any Unrestricted Subsidiaries, such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated its Restricted Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets in each case as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' related Consolidated statements of income, income and cash flows, and retained earnings, flow for such Fiscal Year setting forth in each case certified in comparative form the corresponding figures for the previous Fiscal Year, accompanied by an opinion which shall be unqualified as to the scope of the audit and as to the going concern status of such Borrower and its Subsidiaries or such Borrower and its Restricted Subsidiaries, as the case may be, taken as a whole, of Deloitte & Touche LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Majority Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the such Borrower and its consolidated Subsidiaries (or APCsuch Borrower and its Restricted Subsidiaries, if applicable), if anyas the case may be, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the U.S. Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(j) and 5.04, PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the U.S. Borrower shall also provide, if necessary for the determination of compliance with Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ivC) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of such Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that such Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a statement of reconciliation satisfactory to the Administrative Agent for the Borrower on a stand-alone basis and (iv) a Compliance Certificate executed by certificate of a Responsible Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case certified accompanied by (x) an opinion acceptable to the Required Lenders of PricewaterhouseCoopers LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatRequired Lenders, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year which opinion shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm prepared in accordance with generally accepted auditing standardsstandards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (y) if applicable and if the Parent Guarantor and its Subsidiaries are subject to the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, a report of such accounting firm has obtained independent public accountants as to the internal controls of the Parent Guarantor and its Subsidiaries required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, in each case certified in a manner to which the Required Lenders have not objected, in their reasonable discretion, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As The Issuer shall deliver to the Trustee, as soon as available and available, but in any event not later than within 120 days (or such earlier date on which the Issuer is required to file a Form 10-K under the Exchange Act, if applicable) after the end of each fiscal year (commencing of the Issuer, beginning with the fiscal year ending December 31, 2007) 2018, a consolidated balance sheet of the Borrower Issuer and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year year, and the Borrower's and such related consolidated Subsidiaries' statements of income, cash flowsflows and stockholders’ equity for such fiscal year, and retained earnings, setting forth in each case certified in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP, with such consolidated financial statements to be audited and accompanied by (i) a report and opinion of the Issuer’s independent certified public accountants accounting firm of national recognized standing reasonably acceptable in the United States (which report and opinion shall be prepared in accordance with GAAP), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Issuer as of the dates and for the periods specified in accordance with GAAP, and (ii) (if and only if the Issuer is required to comply with the internal control provisions pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 requiring an attestation report of such independent certified public accounting firm) an attestation report of such independent certified public accounting firm as to the Administrative Agent and including any management letters delivered by Issuer’s internal controls pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 attesting that such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, internal controls meet the requirements of this clause (ii) with respect to such fiscal year the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that the Issuer shall be satisfied deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by delivering the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (A) or its successor). Such consolidated financial statements shall be certified (including, for the annual audit report avoidance of APC and the related financial information described doubt, in this clause (ii) with respect a certification pursuant to APC instead Section 302 of the Borrower, and (B) unaudited financial statements Xxxxxxxx-Xxxxx Act of 2002 filed with the type described in this clause (ii) with respect to Issuer’s Form 10-K under the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APCExchange Act, if applicable)) by a Financial Officer as, if anyto his or her knowledge, which audit was conducted by such accounting firm fairly presenting, in all material respects, the consolidated financial condition, results of operations and cash flows of the Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;GAAP consistently applied.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case certified accompanied by (x) an opinion acceptable to the Required Lenders of PricewaterhouseCoopers LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatRequired Lenders, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year which opinion shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm prepared in accordance with generally accepted auditing standardsstandards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (y) if applicable and if the Parent Guarantor and its Subsidiaries are subject to the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, a report of such accounting firm has obtained independent public accountants as to the internal controls of the Parent Guarantor and its Subsidiaries required under Section 404 of the Sarbanes‑Oxley Act of 2002, in each case certified in a manner to which the Required Lenders have not objected, in their reasonable discretion, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and Consolidated statements of cash flows, flows of the Parent and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion as to such audit report of KPMG LLP or other independent certified public accountants of national nationally recognized standing or which are reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants Required Lenders (that is unqualified as to (x) scope (except to the Borrower extent relating to any change in the Parent’s existing independent public accountants), (y) going concern and that excludes any explanatory paragraph or any Subsidiary in connection with such audit; provided that, modifying wording with respect to going concern (other than to the fiscal year ending December 31, 2007 only, extent related to the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead impending maturity of the BorrowerObligations under the Loan Documents), and (Bz) unaudited financial statements consistent application of the type described accounting principles (other than required or preferred modifications in this clause (ii) accordance with respect to the Borrower GAAP), together with for such period, (iii) each Fiscal Year a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business Chief Financial Officer of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereofthereof and the action that the Borrower has taken and proposes to take with respect thereto, (ii) consolidating balance sheets and consolidating statements of income, in each case, of the Parent and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP, (iii) Consolidated balance sheets and Consolidated statements of income, in each case for this clause (iii), of the Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP and (iv) if Section 5.04 is in effect as of the date of such financial statements, a Compliance Certificate executed certificate in form reasonably satisfactory to the Administrative Agent and duly certified by a Responsible the Chief Financial Officer of the Borrower;Borrower of the computations used by the Borrower in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year Fiscal Year (commencing with fiscal year the Fiscal Year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC2023), if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year Fiscal Year for the Borrower, including Consolidated balance sheets of the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business flows of the Borrower and its consolidated Subsidiaries (or APCfor such Fiscal Year, if applicable), if anyin each case accompanied by a report and opinion of independent public accountants of recognized standing, which audit was conducted by such accounting firm shall be prepared in accordance with generally accepted auditing standardsstandards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such accounting firm has obtained audit (other than such a qualification or exception that is solely with respect to, or resulting solely from, the upcoming maturity date of any of the Loans hereunder being scheduled to occur within twelve months from the time such report is delivered) to the effect that such Consolidated financial statements fairly present in all material respects the financial position, results of operations and cash flows of the Borrower on a Consolidated basis in accordance with GAAP; provided that, if the independent auditor’s report with respect to such Consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Borrower’s system of internal controls over financial reporting due to the exclusion of any acquired business from the management report on internal controls over financial reporting made pursuant to Item 308 of Regulation S-K of the SEC, to the extent such exclusion is permitted under provisions published by the SEC; provided further that, if applicable, the independent auditor’s report may contain references to independent audits performed by other independent public accountants of recognized national standing as contemplated by AU Section 543, Part of Audit Performed by Other Independent Auditors, or any successor standard under GAAP; (ii) a Compliance Certificate, which shall include a statement from a Financial Officer of the Borrower stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iviii) a Compliance Certificate executed by a Responsible Officer customary management discussion and analysis of the Borrower;operating results.

Annual Financials. (i) As soon as available and in any event not later than 120 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower Parent and its consolidated Subsidiaries (or such later date authorized by the SECor, if applicable; provided thatthe Parent is a reporting company under the Securities Exchange Act of 1934, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 the date that is 20 days after the end date required by the Securities and Exchange Commission for the delivery of such fiscal year): annual financial statements (iwithout giving effect to any extensions granted therefor)), (a) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such its consolidated Subsidiaries, including therein the Borrower's Parent’s and such its consolidated Subsidiaries' ’ balance sheets as of the end of such fiscal year and the Borrower's Parent’s and such its consolidated Subsidiaries' ’ statements of income, cash flows, and retained earnings, in each case certified by Deloitte and Touche or other independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower Parent or any Subsidiary of the Parent in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiib) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (ivc) a Compliance Certificate executed by a Responsible Officer of the BorrowerBorrower Representative and (ii) a copy of the unaudited annual consolidating financial statements of each of its Subsidiaries, including therein such Subsidiary’s balance sheet and statements of income, cash flows, and retained earnings for such fiscal year;

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Deloitte & Touche LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Paying Agent of the computations, if any, used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto. Second Amended and Restated Alliance Credit Agreement

Annual Financials. (i) As soon as available and in any event not later than 120 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SECor, if applicable; provided that, the Borrower shall have delivered proper and timely notices is a reporting company under the Securities Exchange Act of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may 1934, not be a date later than 120 the date that is 20 days after the end date required by the Securities and Exchange Commission for the delivery of such fiscal year): annual financial statements (iwithout giving effect to any extensions granted therefor)), (A) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such its consolidated Subsidiaries, including therein the Borrower's and such its consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such its consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by Deloitte and Touche or other independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (ivC) a Compliance Certificate executed by a Responsible Officer of the BorrowerBorrower and (ii) a copy of the unaudited annual consolidating financial statements of each of its Subsidiaries, including therein such Subsidiary's balance sheet and statements of income, cash flows, and retained earnings for such fiscal year;

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Borrower with the Securities and Exchange Commission shall satisfy the foregoing requirements), all of which shall be (a) certified by the Chief Financial Officer or Chief Accounting Officer (or other Responsible Officer) of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Borrower and its Subsidiaries as at the date thereof and the Borrower's result of operations for such period and such consolidated Subsidiaries' statements (b) accompanied by the report thereon of income, cash flows, and retained earnings, in each case certified by RSM US LLP or any other independent certified public accountants of recognized national standing reasonably acceptable standing, whose report shall be unqualified. Together with such financial statements, the Borrower shall deliver a Compliance Certificate duly executed by the Chief Financial Officer or Chief Accounting Officer (or other Responsible Officer) of the Borrower, which Compliance Certificate shall (A) have attached a schedule in form satisfactory to the Administrative Agent and including any management letters delivered of the computations used by such accountants to the Borrower or in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any Subsidiary change in connection with GAAP used in the preparation of such audit; provided that, with respect to the fiscal year ending December 31, 2007 onlyfinancial statements, the requirements Borrower shall also provide, if necessary for the determination of this clause (ii) compliance with respect Section 5.04, a statement of reconciliation conforming such financial statements to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, GAAP and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained state that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case certified accompanied by (x) an opinion acceptable to the Required Lenders of PricewaterhouseCoopers LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatRequired Lenders, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year which opinion shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm prepared in accordance with generally accepted auditing standardsstandards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (y) if applicable and if the Parent Guarantor and its Subsidiaries are subject to the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, a report of such accounting firm has obtained independent public accountants as to the internal controls of the Parent Guarantor and its Subsidiaries required under Section 404 of the Sarbanes‑Oxley Act of 2002, in each case certified in a manner to which the Required Lenders have not objected, in their reasonable discretion, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year Fiscal Year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuingcontinuing pursuant to Section 5.02(r) in respect of such Fiscal Year (as determined solely with reference to financial condition covenant maintenance by the Parent and its Subsidiaries as of the conclusion of the applicable Fiscal Year, rather than on a quarterly basis), or if, in the opinion of such accounting firm, a Default has occurred and is continuingcontinuing under Section 5.02(r) in respect of such Fiscal Year (as determined solely with reference to financial condition covenant maintenance by the Parent and its Subsidiaries as of the conclusion of the applicable Fiscal Year, rather than on a quarterly basis), a statement as to the nature thereof, (ii) beginning with the Fiscal Year ending December 31, 2005, a Financial Covenants Certificate stating the Borrower’s calculation of the ratios set forth in Section 5.02(r) for the last quarter of such Fiscal Year, a statement as to the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year, including a reasonably detailed description of such assets and (iv) a Compliance Certificate executed by a Responsible Officer statement of the Borrower;’s calculation of Excess Cash Flow for such Fiscal Year, each with supporting documentation and in reasonable detail, and (iii) a Financial Covenants Certificate stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a statement of reconciliation satisfactory to the Administrative Agent for the Borrower on a stand-alone basis and (iv) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, its Subsidiaries including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by a report that is unqualified or is otherwise reasonably acceptable to Monongahela Power Company Credit Agreement the Required Lenders of Deloitte & Touche LLP (or such other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders), together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, nothing has come to such accounting firm’s attention that would cause it to believe that the Borrower has failed to comply with the covenant set forth in Section 5.03, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by the Borrower and used by such accounting firm has obtained in determining, as to the fourth quarter of such Fiscal Year, compliance with the covenant contained in Section 5.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date and (iii) a certificate of the treasurer, assistant treasurer or other financial officer of the Borrower (reasonably acceptable to the Administrative Agent) stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 105 days after the end of each fiscal year Fiscal Year (commencing with fiscal year ending December 31or, 2007) in the case of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SECFiscal Year 2002, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 within 180 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-Kthereafter), a copy of the annual audit report for such year for the Borrower Parent and such consolidated Subsidiaries, its Subsidiaries including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required AYE Lenders of Price WaterhouseCoopers or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required AYE Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Secured Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) (A) a schedule in form satisfactory to the Required AYE Lenders Agent of the computations prepared by the Parent and used by such accounting firm in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP (as in effect on the Closing Date) and (ivB) a Compliance Certificate executed by copy of any management letter from such accounting firm to the Parent or any of its Subsidiaries issued in connection with such audit and (iii) a Responsible certificate of the Chief Financial Officer of the Borrower;Parent stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a report setting forth all of the Borrower's IFN revenues and PRI revenues by circuit (or as otherwise agreed), (iii) the Borrower's calculation of the Senior Debt Ratio for the last quarter of such Fiscal Year and maximum Capital Expenditures for such Fiscal Year, a statement as to the amount of Debt of the Borrower outstanding under any Additional Facility and the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year (provided, that any such sale of assets individually or as part of a series of related transactions resulted in receipt of proceeds in excess of $100,000 in such Fiscal Year), and a statement of the Borrower's calculation of Excess Cash Flow for such Fiscal Year, each with supporting documentation and in reasonable detail, and (iv) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower audited Consolidated financial statements of Parent and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as consisting of the end annual Consolidated balance sheet, statement of such fiscal year operations, stockholders' equity (deficit) and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earningssetting forth in comparative form, in each case case, Consolidated figures for the prior Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified without qualification (other than a qualification approved by the Agents) by Ernst & Young or other independent certified public accountants of recognized national standing reasonably selected by Parent and acceptable to the Administrative Agent Agents, and including any management letters delivered accompanied by (i) a schedule prepared by the chief financial officer, showing in reasonable detail the calculations used in determining compliance with the financial covenants under Sections 5.02(b) and 5.04 hereof, (ii) a report from such accountants to the Borrower or any Subsidiary effect that in connection with such audittheir audit examination, nothing has come to their attention to cause them to believe that a Default had occurred or, if they believe a Default has occurred, specifying the details thereof; provided thatthat such report shall not, and shall not be deemed to, contain any conclusion by such accountants with respect to (x) whether any event, act or condition has or is expected to have a Material Adverse Effect or (y) any Default the fiscal year ending December 31, 2007 onlyexistence of which is subject to the determination or opinion of the Agents, the requirements Lenders or the Required Lenders, provided further, however, that such report shall describe in reasonable detail any event, act or condition that is, or is reasonably expected to be, required under generally accepted auditing standards to be mentioned in an auditor's opinion on the financial statements of this clause Parent and its Subsidiaries, taken as a whole, and (iiiii) with respect to such fiscal year shall be satisfied by delivering a certification of Designated Officers of Parent and the Borrower certifying that (A) all such financial statements are complete and correct and present fairly in all material respects in accordance with GAAP the annual audit report of APC Consolidated financial position and the related financial information described in this clause (ii) with respect to APC instead Consolidated results of operations and cash flows of Parent and its Subsidiaries as at the Borrower, end of such Fiscal Year and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate no Default exists as of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APCtime or, if applicable)any Default then exists, if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred specifying the details and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature anticipated effect thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;.

Annual Financials. As soon as available and but in any event not later than 120 90 days after the end of each fiscal year (of the Borrower, commencing with the fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC2010, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the unqualified audited annual audit report for such year Financial Statements for the Borrower and such accompanied by the related consolidating financial statements of each Subsidiary of the Borrower (provided that the consolidating statements will not be subject to a separate audit nor require notes), setting forth in comparative form the audited consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets figures as of the end of such and for the previous fiscal year year, all prepared in conformity with GAAP consistently applied and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified all as audited by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iviii) a Compliance Certificate executed by a Responsible Officer of the Borrower;; provided that, in respect of the fiscal year ending December 31, 2010 only, in lieu of the requirement of clause (i) and (ii) above, the Borrower shall deliver (A) not later than 150 days after the end of such fiscal year the audited consolidated balance sheet of the Borrower as of December 31, 2010, along with the corresponding certificate described in clause (ii) above, and (B) not later than 90 days after the end of such fiscal year the audited consolidated financial statements for Xxxxxx Eastern Company, LLC and for Bonanza Creek Energy Company, LLC for the fiscal year ending December 31, 2010, together with the related consolidating financial statements of each Subsidiary of Bonanza Creek Energy Company, LLC for such fiscal year end (provided that the consolidating statements will not be subject to a separate audit nor require notes), as audited by certified public accountants reasonably acceptable to the Administrative Agent.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KBorrower, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and cash flows, flows of the Borrower and retained earningsits Subsidiaries for such fiscal year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Price Waterhouse LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that such accounting firm has reviewed Section 6.4 hereof (including all relevant definitions) and in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form and detail satisfactory to the Agent of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 6.4 and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Borrower signed on behalf of the Borrower by its chief financial officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of KPMG or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a an Event of Default has occurred and is continuingcontinuing with respect to the financial covenants relating to the Facilities, or if, in the opinion of such accounting firm, a an Event of Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by certificate of a Responsible Financial Officer of the Borrower;Borrower stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available practicable and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report or the report on Form 10-K which Ceradyne files with the Securities and Exchange Commission for such year for the Borrower Ceradyne and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of Ceradyne and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated statement of cash flows, flows of Ceradyne and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including any management letters delivered by such accountants of an independent public accountant of recognized standing acceptable to the Borrower or any Subsidiary in connection Administrative Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Ceradyne and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower and such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, Ceradyne shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a schedule of all Material Contracts of Ceradyne and its Subsidiaries as of the end of such Fiscal Year, certified as true and complete by the Chief Financial Officer of Ceradyne, and (iv) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of Ceradyne stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that Ceradyne has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower CBI and such consolidated its Subsidiaries, including therein the Borrower's a Consolidated balance sheet of CBI and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and Consolidated and consolidating statements of cash flows, flows of CBI and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of PriceWaterhouseCoopers LLC or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower CBI and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, CBI shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of CBI stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that CBI has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and (x) in any event not later than 120 within 45 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) preliminary Consolidated and Consolidating statements of income and cash flows of the Borrower Parent Guarantor and its consolidated Subsidiaries for such Fiscal Year, in reasonable detail and duly certified (or such later date authorized subject to year-end audit adjustments) by the SECchief financial officer of the Parent Guarantor as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if applicable; provided thata Default has occurred and is continuing, a statement as to the Borrower shall have delivered proper nature thereof and timely notices of late filings filed the action that the Parent Guarantor has taken and proposes to take with the SEC respect thereto and also delivered such (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section 5.04, PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and such later date may not be a date later than 120 (y) and in any event within 90 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-Keach Fiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of PricewaterhouseCoopers LLC or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) Consolidating balance sheets of the Parent Guarantor and the Borrowers as of the end of such Fiscal Year and Consolidating statements of income and cash flows of the Parent Guarantor and the Borrowers for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer of the Parent Guarantor as having been prepared in accordance with GAAP and (iv) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the Parent Guarantor stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including any management letters delivered by of Deloitte & Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Administrative Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Sections 5.02(a), 5.02(b), 5.02(f) or 5.04 has occurred and is continuing, a statement as to the nature thereof, thereof and (ivii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the Borrower (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) that includes or to which is attached a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 20072019) of the Borrower and its Subsidiaries, on a consolidated Subsidiaries basis (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent Agent, and such later date approved by the SEC may not be a date later than 120 105 days after the end of such fiscal year): ), a certificate of a Responsible Officer of the Borrower certifying that attached thereto are true and correct copies of: (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such its Subsidiaries, on a consolidated Subsidiariesbasis, including therein the Borrower's and such ’s consolidated Subsidiaries' balance sheets sheet as of the end of such fiscal year and the Borrower's and such ’s consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent without a “going concern” or like qualification or exception to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries in accordance with GAAP consistently applied, and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its Subsidiaries, on a consolidated Subsidiaries (or APC, if applicable), if anybasis, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by Certificate, as described in Section 8.06(c), (v) a Responsible Officer of the BorrowerProduction Report as described in Section 8.06(d), and (vi) a Hedging Report as described in Section 8.06(e);

Annual Financials. As soon as available and in any event not later than 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable)Subsidiaries, if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;

Annual Financials. As soon as available and in any event by June 30, 2006 (unless the team of auditors preparing such annual audit report is not later than 120 from Deloitte & Touche or is not comprised of substantially the same individual auditors at Deloitte & Touche who prepared the annual audit report for Fiscal Year 2004, in which case, by September 30, 2006) for Fiscal Year 2005 and otherwise, within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year, in the case of Fiscal Year 2005, for Astoria and OPOS, and in the case of Fiscal Year 2006 and each year thereafter, for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by independent certified public accountants (i) an opinion as to such audit report of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thata Public Accountant, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Fiscal Year 2006 and the related financial information described in this clause (ii) with respect to APC instead of the Borrowerthereafter, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower and checked by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, if, as a matter of policy, the Public Accountant ceases to provide such certificates to clients generally (and not just to the Borrower), the Borrower shall not be required to provide the certificate described in this clause (ii) but shall provide a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04 and provided further, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible certificate of the senior Financial Officer of the Borrower;Parent stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Loan Parties have taken and proposes to take with respect thereto. If as a result of a change in generally accepted accounting principles, the Borrower is required to provide a reconciliation of financial statements as required by clause (ii) hereof or clause (c) below, and the Borrower shall so request, the Administrative Agent and the Lenders shall negotiate in good faith to amend the financial covenants in Section 5.04 and any other requirements of the Loan Documents affected by such change in generally accepted accounting principles to preserve the original intent thereof in light of such change in generally accepted accounting principles (subject to the approval of the Administrative Agent) and thereafter, the Borrower shall not be required to provide such reconciliations.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower General Partner and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the General Partner and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, a Consolidated statement of cash flows, flows and retained earningsstockholders’ equity of the General Partner and its Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably (i) an opinion acceptable to the Administrative Agent Required Lenders of KPMG LLP or other independent public accountants (without a “going concern” or like qualification or exception and including without any management letters delivered by such accountants qualification or exception as to the Borrower or any Subsidiary in connection with scope of such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause ) and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit a report of APC and such independent public accountants as to the related financial information described in this clause (ii) with respect to APC instead General Counsel’s internal controls required under Section 404 of the BorrowerXxxxxxxx-Xxxxx Act of 2002 certified in a manner to which the Required Lenders have not objected, and together with (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower General Partner and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (y) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the General Partner shall also provide a statement of reconciliation conforming such financial statements to GAAP and (ivz) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer (or person performing similar functions) of the General Partner stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the General Partner has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Holdings and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of Holdings and its Subsidiaries and a consolidating balance sheet of the Borrower's Borrower and such consolidated its Restricted Subsidiaries' balance sheets , in each case, as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flowsFiscal Year, and retained earningsa Consolidated statement of income and a Consolidated statement of cash flows of Holdings and its Subsidiaries and a consolidating statement of income and a consolidating statement of cash flows of the Borrower and its Restricted Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of Holdings and its Subsidiaries and the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anyRestricted Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iv) a Compliance Certificate executed by a Responsible Officer copy of the Borrower;annual management letter prepared by such independent public accountants.

Annual Financials. As soon as available and in any event not later than Within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year year, for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by independent certified public accountants (i) an opinion as to such audit report of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thata Public Accountant, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Fiscal Year 2006 and the related financial information described in this clause (ii) with respect to APC instead of the Borrowerthereafter, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower and checked by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, if, as a matter of policy, the Public Accountant ceases to provide such certificates to clients generally (and not just to the Borrower), the Borrower shall not be required to provide the certificate described in this clause (ii) but shall provide a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04 and provided further, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible certificate of the senior Financial Officer of the Borrower;Parent stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Loan Parties have taken and proposes to take with respect thereto. If as a result of a change in generally accepted accounting principles, the Borrower is required to provide a reconciliation of financial statements as required by clause (ii) hereof or clause (c) below, and the Borrower shall so request, the Administrative Agent and the Lenders shall negotiate in good faith to amend the financial covenants in Section 5.04 and any other requirements of the Loan Documents affected by such change in generally accepted accounting principles to preserve the original intent thereof in light of such change in generally accepted accounting principles (subject to the approval of the Administrative Agent) and thereafter, the Borrower shall not be required to provide such reconciliations.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating balance sheets of Borrower and its Subsidiaries, as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating statements of incomeincome and consolidating statements of cash flows of the Borrower and its Subsidiaries, cash flows, and retained earningsfor such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budget for such Fiscal Year and in each case accompanied (in the case of such Consolidated financial statements) by an opinion acceptable to the Administrative Agent of Deloitte & Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatAgent, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead consent of the BorrowerRequired Lenders, and together with (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (b) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Article 8, PROVIDED, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such financial statements to GAAP and (ivc) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Consolidated Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated and consolidating statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case certified accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP, Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent, and (y) a report of such independent public accountants as to the Borrower’s internal controls required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, but only to the extent the Borrower is subject to Section 404, in each case certified in a manner to which the Required Lenders have not objected, together with (i) a schedule in form reasonably satisfactory to the Administrative Agent and including any management letters delivered of the computations used by such accountants to in determining, as of the Borrower or end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any Subsidiary change in connection with GAAP used in the preparation of such audit; provided that, with respect to the fiscal year ending December 31, 2007 onlyfinancial statements, the requirements Parent Guarantor shall also provide, if necessary for the determination of this clause compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course Chief Financial Officer (or other Responsible Officer) of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained Parent Guarantor stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Parent Guarantor has taken and proposes to take with respect thereto. 95

Annual Financials. (i) As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income 77 and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including any management letters delivered by such of Coopers & Lybrxxx xx other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (c), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ivC) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) as soon as available and in any event within 90 days after the end of the Fiscal Year ending on December 31, 1997, a certified copy of the pro forma Consolidated and consolidating balance sheets of the Borrower and its Subsidiaries (after giving effect to the Acquisition and the other transactions contemplated by the Loan Documents) as of the end of such Fiscal Year and pro forma Consolidated and consolidating statements of income and a pro forma Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, as such balance sheets and statements of income and cash flows will be included in any offering memorandum prepared in connection with any Refinancing.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Consolidated Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated and consolidating statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case certified accompanied by (x) an opinion of KPMG, LLP (or any other so-called “Big Four” accounting firm), Gxxxx Xxxxxxxx LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatRequired Lenders, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year which opinion shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm prepared in accordance with generally accepted auditing standards, and (y) if applicable, a report of such accounting firm has obtained independent public accountants as to the Parent Guarantor’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, together with (i) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrowers in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrowers shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrowers stating that (A) no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and the action that the Borrowers have taken and propose to take with respect thereto and (ivB) a Compliance Certificate executed by a Responsible Officer the Debt Yield as of the Borrower;last day of Fiscal Year (together with supporting evidence reasonably acceptable to the Administrative Agent).

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion not qualified as to scope or going concern of Arthxx Xxxexxxx, X.L.P. or other independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed certificate of a Designated Financial Officer (A) stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the 125 119 nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) setting forth, for the Rolling Period ending at the end of such Fiscal Year, the Adjusted EBITDA (and the calculation thereof) of each New Center constructed within the preceding 15 months, EBITDA of each bowling center acquired or constructed by a Responsible Officer the Borrower or any of its Subsidiaries after the Borrower;First Closing Date and acquired or constructed at least 15 months prior to the end of such Rolling Period and all Other Additions, if any, for such Rolling Period.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Borrowers and such consolidated their Subsidiaries, including therein the Borrower's (a) Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Borrowers and their Subsidiaries as of the end of such fiscal year Fiscal Year, and the Borrower's (b) Consolidated and such consolidated Subsidiaries' consolidating statements of incomeincome and Consolidated and consolidating statements of cash flows of the Borrowers and their Subsidiaries, cash flows, and retained earningsfor such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budget for such Fiscal Year and in each case accompanied (in the case of such Consolidated financial statements) by independent certified public accountants of national standing reasonably an opinion acceptable to the Administrative Agent and including of any management letters delivered by such accountants to the Borrower or any Subsidiary in connection "Big Five" accounting firm, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Borrowers and its consolidated Subsidiaries (or APC, if applicable), if anytheir Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (b) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Article 8, PROVIDED, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrowers shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such financial statements to GAAP and (ivc) a Compliance Certificate executed certificate signed on behalf of each Borrower by its chief financial officer of each Borrower stating that no Default has occurred and is continuing or, if a Responsible Officer of Default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that such Borrower has taken, is taking and/or proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 on or before the date that is ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31of Parent, 2007) the consolidated financial statements of the Borrower Parent and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after as at the end of such fiscal year): , that includes the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Changes in Equity, a Cash Flow Statement and Notes, comprising a summary of the significant accounting policies, setting forth comparative consolidated figures for the preceding fiscal year, and certified by PricewaterhouseCoopers Consultores, Auditores SpA or another independent certified public accountant of recognized national standing (which such opinion shall be without any qualification or exception as to the scope of such audit, other than any exception, explanatory paragraph or qualification that is with respect to, or resulting from, (i) an upcoming maturity date of any Priority Lien Debt occurring within one year from the Form 10-K filed with the SEC for time such fiscal year endopinion is delivered, if any (ii) any actual or prospective breach of a financial covenant in any Priority Lien Debt or potential inability to the extent not otherwise provided satisfy a financial covenant in such Form 10-K, any Priority Lien Debt on a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, future date or in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such a future period, (iii) a certificate the activities, operations, financial results, assets or liabilities of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereofany Unrestricted Subsidiary, and (iv) the Chapter 11 Cases) to the effect that such consolidated financial statements fairly present in all 102 material respects the financial condition and results of operations of Parent and its Subsidiaries on a Compliance Certificate executed consolidated basis in accordance with IFRS, which financials shall be accompanied by customary management discussion and analysis; provided that, the delivery requirements under this Section 5.01(b) may be satisfied through a Responsible Officer of filing by the Borrower;Parent with the SEC on Form 20-F.

Annual Financials. As soon as available and in any event not later than 120 within ----------------- 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Holdings and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of Holdings and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated statement of cash flows, flows of Holdings and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion not qualified as to scope or going concern of Xxxxxx Xxxxxxxx, L.L.P. or other independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Holdings and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereofthereof and, in the case of the Fiscal Year ending December 31, 1999, a statement of such accounting firm setting forth the amount of any "Other Special Charges" of the type described on Schedule IV hereto incurred during such Fiscal Year, (ii) schedules in form satisfactory to the Administrative Agent (A) of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any -------- change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ivB) setting forth, in the case of the Fiscal Year ending December 31, 1999, the Other Additions (and the calculations thereof) incurred during such Fiscal Year and (iii) a Compliance Certificate executed certificate of a Designated Financial Officer (A) stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto, (B) setting forth, for the Rolling Period ending at the end of such Fiscal Year, the Adjusted EBITDA (and the calculation thereof) of each New Center constructed within the preceding 15 months, EBITDA of each bowling center acquired or constructed by a Responsible Officer the Borrower or any of its Subsidiaries after the First Closing Date and acquired or constructed at least 15 months prior to the end of such Rolling Period, (C) setting forth, for the Rolling Period ending at the end of such Fiscal Year, the Other Additions (and the calculations thereof) incurred during such Rolling Period, (D) setting forth, for the quarter ending at the end of such Fiscal Year, the Pre- Funded Equity Balance (and the calculation thereof) as of the Borrower;end of the quarter then ended and (E) stating that the financial statements of Holdings and its Subsidiaries delivered pursuant to this subsection are substantially the same as the financial statements of the Borrower and its Subsidiaries for the same dates and periods.

Annual Financials. As soon as available and in any event not later than 120 within one hundred five (105) days after the end of each fiscal year Fiscal Year with respect to all deliveries pursuant to this Section 7.4 except for the certificate referred to in clause (commencing with fiscal year ending December 31c) below which, 2007in any event, shall be delivered within ninety (90) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-Keach Fiscal Year, a copy of the annual audit report for such year for the Borrower Borrowers and such consolidated their Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrowers and such consolidated their Subsidiaries' , and consolidating balance sheets of Borrowers and their Subsidiaries, as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrowers and such consolidated their Subsidiaries' , and consolidating statements of incomeincome and consolidating statements of cash flows of the Borrowers and their Subsidiaries, cash flows, and retained earningsfor such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budget for such Fiscal Year and in each case accompanied (in the case of such Consolidated financial statements) by an opinion with respect to such Consolidated financial statements acceptable to the Administrative Agent of Deloitte & Touche or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Borrowers and its consolidated Subsidiaries (or APC, if applicable), if anytheir Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (b) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Article 8, provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrowers shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such financial statements to GAAP and (ivc) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;applicable Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that such Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and ----------------- in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KBorrower, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and cash flows, flows of the Borrower and retained earningsits Subsidiaries for such fiscal year, in each case certified accompanied by either an unqualified opinion, or an opinion acceptable to the Required Lenders, of Price Waterhouse or Deloitte & Touche or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereofthereof (provided that in no event shall such accountants be liable as a result of this Agreement by reason of any failure to obtain knowledge of any Default that would not be disclosed in the course of their audit examination), (ii) a schedule setting forth in reasonable detail the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04 and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the Borrower stating that, to the knowledge of such officer, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified case, (i) accompanied by an opinion as to such audit report of UHY/Xxxx, Frankfort, Xxxxx and Xxxx CPAs LLC or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent Agent, and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to certifying that such financial statements fairly present in all material respects the financial condition and results of operations of the Borrower as at the end of, and for , such fiscal year shall be satisfied by delivering in accordance with GAAP or otherwise certifying such financial statements in a manner to which the Required Lenders have not objected, together with (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (ivB) a Compliance Certificate executed schedule in form and substance reasonably satisfactory to the Administrative Agent of the computations used by a Responsible Officer of the Borrower;Borrower in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided, that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP, and (C) a certificate of a Responsible Officer of the Borrower stating that to his knowledge after due inquiry no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case certified accompanied by an opinion reasonably acceptable to the Required Holders of KPMG LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Holders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Significant Holders stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default with respect to Section 11 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default with respect to Section 11 has occurred and is continuing, a statement as to the nature thereof, (ii) to the extent available, a schedule in form reasonably satisfactory to the Required Holders of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 11, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 11, a statement of reconciliation conforming such financial statements to GAAP, and (iviii) a Compliance Certificate executed by a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower;Parent Guarantor stating that such financial statements have been prepared in accordance with generally accepted accounting principals as in effect from time to time in the United States of America and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and its Subsidiaries (which may be the Parent Guarantor’s annual report on Form 10-K for such consolidated Subsidiariesyear), including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an unqualified opinion of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and Lender Parties (to the Lenders extent providing such a certificate does not violate generally-applicable policies of such accounting firm) stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent (to the extent providing such a schedule does not violate generally- applicable policies of such accounting firm) of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Chief Financial Officer (or person performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such its consolidated Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Lenders, and (y) a report of such independent public accountants as to the Borrower's and such consolidated Subsidiaries' statements ’s internal controls required under Section 404 of incomethe Sxxxxxxx-Xxxxx Act of 2002, cash flows, and retained earningsbut only to the extent the Borrower is subject to Section 404, in each case certified by independent certified public accountants of national standing in a manner to which the Required Lenders have not objected, together with (i) a schedule in form reasonably acceptable satisfactory to the Administrative Agent and including any management letters delivered of the computations used by such accountants to in determining, as of the Borrower or end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any Subsidiary change in connection with GAAP used in the preparation of such audit; provided that, with respect to the fiscal year ending December 31, 2007 onlyfinancial statements, the requirements Parent Guarantor shall also provide, if necessary for the determination of this clause compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course Chief Financial Officer (or other Responsible Officer) of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained Parent Guarantor stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 92 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein Consolidated and, to the Borrower's extent required by the auditor of the Borrower and such consolidated its Subsidiaries' , consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated and, to the Borrower's extent required by the auditor of the Borrower and such consolidated its Subsidiaries' , consolidating statements of income, income and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of KPMG LLC or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm the Chief Financial Officer to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has not indicated to such Chief Financial Officer that it had obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the Chief Financial Officer in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (iii) a certificate of the Chief Financial Officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (iv) a Compliance Certificate executed by a Responsible Officer copies of the Borrower;management comment letter or recommendations, if any, of KPMG LLC or other independent accountants of recognized standing acceptable to the Required Lenders addressed to the management of the Borrower in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated and statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, and the Borrower's annual internal operating statement, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and such consolidated Subsidiaries' statements for the preceding Fiscal Year and prepared in accordance with GAAP (except for the annual internal operating statement) and, if applicable, containing disclosure of income, cash flows, the effect on the financial position or results of operations of any change in the application of accounting principles and retained earnings, practices during the year in each case certified (except for the annual internal operating statement) accompanied by an opinion acceptable to the Administrative Agent of independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and including without any management letters delivered by such accountants qualification or exception to the Borrower or any Subsidiary in connection with scope of such audit; provided that, with respect ) to the fiscal year ending December 31, 2007 only, effect that such Consolidated and consolidating financial statements present fairly in all material respects the requirements financial condition and results of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead operations of the BorrowerBorrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and together with (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a an Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a an Event of Default has occurred and is continuing, a statement as to the nature thereof, and (ivii) a Compliance Certificate executed by from the Borrower to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a Responsible description of such changes and the related effect on such financial statements and (iii) (A) a certificate of a Financial Officer of the Borrower;Borrower stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) a schedule in form satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, its Subsidiaries including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified setting forth in comparative form the corresponding figures as of the end of and for the prior Fiscal Year and in each case accompanied by an opinion (unqualified as to scope and without a "going concern" or like qualification or exception) of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (c), provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a certificate of the Responsible Officer of the Borrower;Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not no later than 120 the earlier of (i) 15 days (subject to the extension of such deadline by up to five (5) Business Days by the Administrative Agent in its reasonable discretion) after the date that the Parent is or would be required to file the Parent’s annual report with the SEC as part of the Parent’s periodic reporting (whether or not the Parent is subject to such reporting requirements), and (ii) 105 days (subject to the extension of such deadline by up to five (5) Business Days by the Administrative Agent in its reasonable discretion) after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) Fiscal Year of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided thatBorrower, the Borrower shall have delivered proper will deliver (a) an annual audit report for the Parent and timely notices its Subsidiaries, including therein consolidated balance sheets of late filings filed with the SEC Parent and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after its Subsidiaries, as at the end of such fiscal year): Fiscal 111 Year, and the related consolidated statements of income, shareholders’ equity and cash flows, each for such Fiscal Year (i) which requirement shall be deemed satisfied by the delivery of the Parent’s Annual Report on Form 10-K filed with the SEC (or any successor form) for such fiscal year endFiscal Year), if any (ii) accompanied by an opinion with respect to the extent not otherwise provided in such Form 10-K, a copy financial statements from KPMG LLP or another firm of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of recognized national standing selected by the Parent or otherwise reasonably acceptable to the Administrative Agent Required Lenders, which report shall be prepared in accordance with Statement of Auditing Standards No. 58 (the “Statement”), as amended, entitled “Reports on Audited Financial Statements” and including such report shall be without any management letters delivered by such accountants material qualification or exception as to the Borrower scope of such audit or any Subsidiary in connection with such audit; provided that, with respect “going concern” qualification (other than to the fiscal year ending December 31extent related to the impending stated maturity of the Obligations under the Loan Documents), 2007 only(b) consolidating balance sheets of the Parent and its Subsidiaries, as at the requirements end of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Fiscal Year, and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial consolidating statements of the type described in this clause (ii) with respect to the Borrower income, for such periodFiscal Year, (iii) a certificate of such accounting firm to the Administrative Agent all in reasonable detail and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed certified by a Responsible Officer of the Borrower;Parent as having been prepared in accordance with GAAP, and (c) consolidated balance sheets of the Borrower and its subsidiaries, as at the end of such Fiscal Year, and the related consolidated statement of income, for such Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Borrower as having been prepared in accordance with GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements Fiscal Year, in each case accompanied by (i) an opinion acceptable to the Required Lenders as to such audit report of incomePricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Lenders and (ii) to the extent required by applicable law, cash flows, and retained earningsa report of such independent public accountants as to the Parent’s internal controls required under Section 404 of Sxxxxxxx-Xxxxx, in each case certified by independent certified public accountants of national standing in a manner reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (ivy) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year Fiscal Year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeoperations, stockholders' equity and cash flowsflows of the Borrower and its Subsidiaries for such Fiscal Year, and retained earnings, in each case certified accompanied by an unqualified opinion or an opinion otherwise reasonably acceptable to the Required Lenders of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent Required Lenders, setting forth in comparative form, in the case of each such Consolidated balance sheet, the corresponding figures as of the last day of the immediately preceding Fiscal Year, and, in the case of each such Consolidated statement of operations, stockholders' equity and including any management letters delivered by such cash flows, the corresponding figures for the corresponding period in the immediately preceding Fiscal Year, together with (i) a letter from Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Required Lenders stating that, in the course of the their regular audit of the business Consolidated financial statements of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm accountants in accordance with generally accepted auditing standards, such accounting firm has accountants have not obtained no any knowledge that a Default has occurred and is continuing, continuing or if, in the opinion of such accounting firmaccountants, a Default has occurred and is continuing, a statement as to the status and nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(g) and 5.04 (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence) and (iviii) a Compliance Certificate executed in the event of any change in the generally accepted accounting principles used by a Responsible Officer such accountants in the preparation of the Borrower;audited Consolidated financial statements referred to above in this Section 5.03(c) from GAAP, such accountants shall also provide a reasonably detailed description of such changes and, if and to the extent necessary for the determination of compliance with Section 5.02(g) or 5.04, a statement of reconciliation conforming such audited Consolidated financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31of Global, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Global and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of Global and its Subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and cash flows, flows of Global and retained earningsits Subsidiaries for such fiscal year, in each case certified accompanied by an opinion acceptable to the Required Lenders of the independent certified public accountants of national Global, who shall be of recognized standing reasonably acceptable to the Administrative Agent Required Lenders and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to a Consolidated unaudited balance sheet of Global Operations, KCL Holdings, IMC Global Potash Holdings and the Joint Venture Company and its Subsidiaries and of the Joint Venture Company as of the end of such fiscal year shall be satisfied by delivering and Consolidated unaudited statements of income and cash flows of such Borrower and its Subsidiaries and of the Joint Venture Company for such fiscal year, together with (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Global and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Agents of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04 and (ivC) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;treasurer or chief financial officer of Global stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that Global has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion as to such audit report of independent public accountants of recognized standing acceptable to the Administrative Agent, (ii) a report of such independent public accountants as to the Borrower's and such consolidated Subsidiaries' statements internal controls required under Section 404 of income, cash flows, and retained earningsthe Sarbanes-Oxley Act of 2002, in each case certified by independent certified public accountants of national standing in a maxxxx xx xxxxx the Required Lenders have not reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary objected in connection writing, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiiw) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (x) if the General Partner has any Unrestricted Subsidiaries, a consolidating balance sheet, consolidating statement of income and a consolidating statement of cash flows, in each case of the General Partner and its Subsidiaries (ivshowing the General Partner and its Subsidiaries (other than Unrestricted Subsidiaries), taken as a whole, and the Unrestricted Subsidiaries of the General Partner, taken as a whole) a Compliance Certificate executed as at the end of such Fiscal Year certified by a Responsible Officer of the Borrower;General Partner, and (y) a certificate of the Responsible Officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto. In the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the General Partner shall also provide a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a report setting forth all of the Borrower's IFN revenues and PRI revenues by circuit (or as otherwise agreed by the Administrative Agent), (iii) a Financial Covenants Certificate stating the Borrower's calculation of the ratios set forth in Section 5.02(q) for the last quarter of such Fiscal Year, a statement as to the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year (provided, that any such sale of assets individually or as part of a series of related transactions resulted in receipt of proceeds in excess of $100,000 in such Fiscal Year), and a statement of the Borrower's calculation of Excess Cash Flow for such Fiscal Year, each with supporting documentation and in reasonable detail, and (iv) a Compliance Financial Covenants Certificate executed stating that the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a Responsible Officer specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KParent Guarantor, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent Guarantor and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year and Consolidated statement of income and cash flows of the Borrower's Parent Guarantor and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsfiscal year, in each case certified accompanied by the unqualified opinion of Deloitte & Touche LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants Required Lenders, together with (i) a separate report on compliance with contractual provisions related to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited audited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business financial statements of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that that, with respect to financial and accounting matters pursuant to Sections 5.04(b) and (c) as of the date of their audit, a Default has occurred and is continuingcontinuing or, or if, in the opinion of if such accounting firm, firm is aware that a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule prepared by the chief financial officer of the Parent Guarantor in form satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining, as of the end of such fiscal year, compliance with the covenants contained in Sections 5.02(e)(v) and 5.04, (iii) a certificate of the chief financial officer of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor or Borrower has taken and proposes to take with respect thereto and (iv) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a Compliance Certificate executed by a Responsible Officer statement of the Borrower;reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated and statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, and the Borrower's annual internal operating statement, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and such consolidated Subsidiaries' statements for the preceding Fiscal Year and prepared in accordance with GAAP (except for the annual internal operating statement) and, if applicable, containing disclosure of income, cash flows, the effect on the financial position or results of operations of any change in the application of accounting principles and retained earnings, practices during the year in each case certified (except for the annual internal operating statement) accompanied by an opinion acceptable to the Administrative Agent of independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and including without any management letters delivered by such accountants qualification or exception to the Borrower or any Subsidiary in connection with scope of such audit; provided that, with respect ) to the fiscal year ending December 31, 2007 only, effect that such Consolidated and consolidating financial statements present fairly in all material respects the requirements financial condition and results of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead operations of the BorrowerBorrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and together with (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a an Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a an Event of Default has occurred and is continuing, a statement as to the nature thereof, and (ivii) a Compliance Certificate executed by from the Borrower to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a Responsible description of such changes and the related effect on such financial statements and (iii) (A) a certificate of a Financial Officer of the Borrower;Borrower stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) a schedule in form satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion as to such audit report of independent public accountants of recognized standing acceptable to the Administrative Agent, (ii) a report of such independent public accountants as to the Borrower's and such consolidated Subsidiaries' statements ’s internal controls required under Section 404 of income, cash flows, and retained earningsthe Xxxxxxxx-Xxxxx Act of 2002, in each case certified by independent certified public accountants of national standing in a manner to which the Required Lenders have not reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary objected in connection writing, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiiw) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (x) if the General Partner has any Unrestricted Subsidiaries, a consolidating balance sheet, consolidating statement of income and a consolidating statement of cash flows, in each case of the General Partner and its Subsidiaries (ivshowing the General Partner and its Subsidiaries (other than Unrestricted Subsidiaries), taken as a whole, and the Unrestricted Subsidiaries of the General Partner, taken as a whole) a Compliance Certificate executed as at the end of such Fiscal Year certified by a Responsible Officer of the Borrower;General Partner, and (y) a certificate of the Responsible Officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto. In the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion not qualified as to scope or going concern of Arthxx Andexxxx, X.L.P. or other independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Agent, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed certificate of a Designated Financial Officer (A) stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) setting forth, for the Rolling Period ending at the end of such Fiscal Year, the Adjusted EBITDA (and the calculation thereof) of each New Center constructed within the preceding 15 months, EBITDA of each bowling center acquired or constructed by a Responsible Officer the Borrower or any of its Subsidiaries after the Borrower;First Closing Date and acquired or constructed at least 15 months prior to the end of such Rolling Period and all Other Additions, if any, for such Rolling Period. 151 121

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a Consolidated balance sheet of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any U.S. Borrower and its Subsidiaries and (ii) to if the extent not otherwise provided in such Form 10-KU.S. Borrower has any Unrestricted Subsidiaries, a copy of the annual audit report for such year for the U.S. Borrower and such consolidated its Restricted Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets in each case as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' related Consolidated statements of income, income and cash flows, and retained earnings, flow for such Fiscal Year setting forth in each case certified in comparative form the corresponding figures for the previous Fiscal Year, accompanied by an opinion which shall be unqualified as to the scope of the audit and as to the going concern status of the U.S. Borrower and its Subsidiaries or the U.S. Borrower and its Restricted Subsidiaries, as the case may be, taken as a whole, of Deloitte & Touche LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Majority Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the U.S. Borrower and its consolidated Subsidiaries (or APCthe U.S. Borrower and its Restricted Subsidiaries, if applicable), if anyas the case may be, which audit was conducted by such accounting firm 83 in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the U.S. Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(j) and 5.04, PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the U.S. Borrower shall also provide, if necessary for the determination of compliance with Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ivC) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the U.S. Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the U.S. Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KBorrower, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's a Consolidated balance sheet of Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and cash flows, flows of Borrower and retained earningsits Subsidiaries for such fiscal year, in each case certified accompanied by independent certified public accountants of national standing an opinion reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders of a nationally recognized public accounting firm, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereofthereof and (ii) a completed compliance certificate, in substantially the form of Exhibit E, duly executed by the chief financial officer or the chief executive officer of Borrower. In addition, Borrower shall furnish to Lenders, as soon as available and in any event no later than 45 days after the end of each fiscal year of Borrower, (A) a Consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year, and (ivB) Consolidated statements of income (including a Compliance Certificate executed breakdown of sales by a Responsible Officer product line) and cash flows of Borrower and its Subsidiaries for such fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the Borrower;chief financial officer of Borrower as having been prepared in accordance with GAAP.

Annual Financials. As soon as available and in any event not later than within (x) in the case of the Fiscal Year ending on December 31, 2006, 120 days, and (y) in the case of all subsequent Fiscal Years, 90 days after the end of each fiscal year Fiscal Year, (commencing with fiscal year ending December 31, 2007i) audited combined financial statements of the Borrower and its consolidated the Group II Holding Companies including their respective Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent that such company is not otherwise provided in such Form 10a Non-KRecourse Subsidiary) including combined balance sheets, a copy statements of the annual audit report for such year for income and statements of cash flows of the Borrower and the Group II Holding Companies including their respective Subsidiaries (to the extent that such consolidated Subsidiariescompany is not a Non-Recourse Subsidiary) for such Fiscal Year, including therein the Borrower's all prepared in accordance with GAAP and accompanied by an opinion as to such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' audited financial statements of incomeDeloitte & Touche, cash flowsErnst & Young, and retained earningsKPMG LLP, in each case certified by Pricewaterhouse Coopers or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to (the Borrower or any Subsidiary in connection with such audit; provided that“Public Accountant”), with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated the Group II Holding Companies including their respective Subsidiaries (or APC, if applicableto the extent that such company is not a Non-Recourse Subsidiary), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower and checked by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided that, if (x) as a matter of policy, the Public Accountant ceases to provide such certificates to clients generally (and not just for the Borrower and the Group II Holding Companies including their respective Subsidiaries), the Borrower and the Group II Holding Companies including their respective Subsidiaries), shall not be required to provide the certificate described in this clause (ii) but shall provide a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenant contained in Section 5.04, (y) in the event of any change in accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP and (ivz) the Borrower’s expected Public Accountant does not as of the Effective Date as a matter of policy provide the certificate referred to in this clause (ii), and (iii) a Compliance Certificate executed by a Responsible certificate of the Financial Officer of the Borrower;Borrower stating that no Default has occurred LSP Gen Finance Second Lien Credit Agreement and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Loan Parties have taken and proposes to take with respect thereto. If as a result of a change in GAAP, the Borrower is required to provide a reconciliation of financial statements as required by clause (ii) hereof or clause (c) below, and the Borrower shall so request, the Administrative Agent and the Required Lenders shall negotiate in good faith to amend the financial covenant in Section 5.04 and any other requirements of the Loan Documents affected by such change in GAAP to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Administrative Agent) and thereafter, the Borrower shall not be required to provide such reconciliations.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the an annual report on Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year Fiscal Year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by an opinion acceptable to the Required Holders of BDO Xxxxxxx, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Holders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Purchasers stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuingcontinuing under Section 5.02(r) in respect of such Fiscal Year (as determined solely with reference to financial condition covenant maintenance by the Parent and its Subsidiaries as of the conclusion of the applicable Fiscal Year, rather than on a quarterly basis), or if, in the opinion of such accounting firm, a Default has occurred and is continuingcontinuing under Section 5.02(r) in respect of such Fiscal Year (as determined solely with reference to financial condition covenant maintenance by the Parent and its Subsidiaries as of the conclusion of the applicable Fiscal Year, rather than on a quarterly basis), a statement as to the nature thereof, (ii) beginning with the Fiscal Year ending December 31, 2005, a Financial Covenants Certificate stating the Issuer’s calculation of the ratios set forth in Section 5.02(r) for the last quarter of such Fiscal Year, a statement as to the amount of proceeds from any sale of assets, including obsolete equipment, received during such Fiscal Year, including a reasonably detailed description of such assets, with supporting documentation and in reasonable detail, and (iviii) a Compliance Financial Covenants Certificate executed stating that the representations and warranties in each Purchase Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a Responsible Officer specific date other than such date, in which case as of such date and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that the Issuer has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year year, (commencing with fiscal year ending December 31I) consolidated statements of operations, 2007) cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for such year and the related consolidated balance sheet of Borrower and its Consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after as at the end of such fiscal year): , setting forth in each case in comparative form (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such corresponding consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets information as of the end of such and for the preceding fiscal year to the extent such financial statements are available and (ii) the Borrower's and corresponding budget or plan for such consolidated Subsidiaries' statements of income, cash flowsperiod, and retained earningsaccompanied by an opinion, in each case certified by without a going concern or similar qualification or exception as to scope, thereon of Deloitte & Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to Co-Syndication Agents and the Administrative Agent Majority Lenders, which opinion shall state that said consolidated financial statements fairly present the consolidated financial condition, results of operations and including any management letters delivered by cash flows of Borrower and its Consolidated Subsidiaries as at the end of, and for, such accountants fiscal year in accordance with GAAP, consistently applied; and (II) consolidating statements of operations of Borrower and its Consolidated Subsidiaries for such year and the related consolidating balance sheet of Borrower and its Consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form (i) the corresponding consolidating information as of the end of and for the preceding fiscal year to the Borrower or any Subsidiary in connection with extent such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause financial statements are available and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower corresponding budget or plan for such period, (iii) a certificate of ; Borrower shall supply such accounting firm additional information and detail as to the Administrative Agent and the any item or items contained in any such statement that Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by may reasonably require; all such accounting firm financial statements will be prepared in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the BorrowerGAAP consistently applied;

Annual Financials. As soon as available and in any event not later than 120 within ----------------- 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flow of the Parent Guarantor and retained earningsits Subsidiaries, in each case certified for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Year, in each case accompanied by an unqualified opinion of Ernst & Young, LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent Required Lenders, and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead consolidating balance sheets of the Borrower, Parent Guarantor and (B) unaudited financial its Subsidiaries as of the end of such Fiscal 75 Year and consolidating statements of income of the type described in this clause (ii) with respect to the Borrower Parent Guarantor and its Subsidiaries for such periodFiscal Year, all in reasonable detail and duly certified by the chief financial officer of the Parent Guarantor as having been prepared in accordance with GAAP, together with (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Agent of the computations used by such accounting firm in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (e), (iii) a certificate of the chief financial officer of the Parent Guarantor stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto, (iv) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a Compliance Certificate executed by a Responsible Officer statement of reconciliation conforming such financial statements to GAAP and (v) copies of any presentations to the board of directors of the Borrower;Parent Guarantor.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) a copy of the Consolidated annual statements for such year of (x) Holdings, the Parent Borrower and its consolidated Subsidiaries and (or such later date authorized by y) the SECParent Borrower and its Subsidiaries, if applicable; each in the form provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be the Lender Parties pursuant to Section 4.01(f) or in a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) form otherwise acceptable to the extent not otherwise provided in such Form 10-KAdministrative Agent, a copy including the report of PriceWaterhouseCoopers L.L.P. or other independent public accountants of recognized standing acceptable to the annual audit report for such year for Administrative Agent and the Required Lenders, and consolidating balance sheets of Holdings, the Parent Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and consolidating statements of income of Holdings, the Parent Borrower and its Subsidiaries for such Fiscal Year, prepared by management of Holdings and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Parent Borrower or any Subsidiary in connection together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate report of such accounting firm to the Administrative Agent Agents and the Lenders Lender Parties stating that, that in the course of the regular audit of the business Consolidated financial statements of (x) Holdings, the Parent Borrower and its consolidated Subsidiaries and (or APC, if applicable), if anyy) the Parent Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, nothing has come to the attention of such accounting firm has obtained that caused it to believe that the Parent Borrower failed to comply with the terms of Section 5.04, in so far as they relate to accounting matters; (ii) a schedule prepared by the Parent Borrower in form satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the chief financial officer of the Parent Borrower stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Parent Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated and consolidating balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year and a Consolidated and consolidating statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsfiscal year, in each case certified accompanied by an opinion acceptable to the Required Lenders of Deloitte & Touche or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that Second Amended and Restated Xxxxxxx Credit Agreement a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Vice President-Finance or Treasurer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and its Subsidiaries (which may be the Parent Guarantor’s annual report on Form 10-K for such consolidated Subsidiariesyear), including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an unqualified opinion of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders (to the extent providing such a certificate does not violate generally-applicable policies of such accounting firm) stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent (to the extent providing such a schedule does not violate generally-applicable policies of such accounting firm) of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Chief Financial Officer (or person performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within ----------------- 110 days after the end of each fiscal year (commencing with fiscal year ending December 31of Terra, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such Terra will furnish to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed Agent, with the SEC sufficient copies for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-Keach Lender, a copy of the annual audit report for such year for the Borrower Terra and such consolidated its Subsidiaries, including therein the Borrower's a Consolidated balance sheet of Terra and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeincome and cash flows of Terra and its Subsidiaries for such fiscal year, cash flows, and retained earnings, setting forth in each case certified in comparative form the corresponding figures for the preceding fiscal year accompanied by an unqualified opinion of Deloitte & Touche or other independent certified public accountants of national nationally recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided stating that, with respect to the fiscal year ending December 31except as expressly disclosed therein, 2007 onlysaid Consolidated financial statements present fairly, in all material respects, the requirements Consolidated financial position and results of this clause (ii) with respect to operations of Terra and its Consolidated Subsidiaries as of the last day of, and for, such fiscal year shall be satisfied by delivering year, together with (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower Terra and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof (it being understood that said accountants shall have no liability to the Administrative Agent, the Lenders for failure to obtain knowledge of any Default or Event of Default), (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04 and (iviii) a Compliance Certificate executed by certificate of the Senior Financial Officer (A) stating that no Default or Event of Default has occurred and is continuing or, if a Responsible Officer Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Terra has taken and proposes to take with respect thereto, (B) stating that since December 31, 1998, there has been no Material Adverse Change with respect to Terra and (C) providing a comparison between the financial position and results of operations set forth in such financial statements with the comparable information set forth in the financial projections and budget most recently delivered pursuant to Section 5.03(l) of the 1995 Terra Capital Credit Agreement or Section 5.03(l). As soon as available and in any event within 110 days after the end of each fiscal year of the Borrower;, the Borrower will furnish to the Administrative Agent, with sufficient copies for each Lender, a copy of the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year in reasonable detail and duly certified by the Senior Financial Officer as having been prepared in accordance with GAAP, accompanied by a schedule prepared by Deloitte & Touche or other independent public accountants of nationally recognized standing in form satisfactory to the Administrative Agent setting forth the computations used by such accountants in determining, as of the end of such fiscal year, compliance with the covenants contained in Section 5.04.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of (1) the annual audit report for such year for the Borrower CBI and such consolidated its Subsidiaries (including BRCOM and its Subsidiaries), including therein the Borrower's a Consolidated balance sheet of CBI and such consolidated its Subsidiaries (including BRCOM and its Subsidiaries' balance sheets ) as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of income, income and Consolidated and consolidating statements of cash flows, flows of CBI and retained earningsits Subsidiaries (including BRCOM and its Subsidiaries) for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of PWC or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent Required Lenders ( it being understood and including any management letters delivered by agreed that a qualified opinion for Fiscal Year 2002 shall not be deemed to be not “acceptable” solely because of such accountants qualification; provided that the Agents receive confirmation from PWC as to the Borrower or any Subsidiary absence of significant factors resulting in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, qualification other than the requirements financial condition and liquidity of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC BRCOM and the related financial information described bankruptcy default relating to BRCOM in this clause the Oak Hill Indenture), together with (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower CBI and its consolidated Subsidiaries (or APC, if applicableincluding BRCOM and its Subsidiaries), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, CBI shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (2) the annual unaudited report for such 112 year for CBI and its Subsidiaries (other than BRCOM and its Subsidiaries), including therein a Consolidated balance sheet of CBI and its Subsidiaries as of the end of such Fiscal Year and Consolidated and consolidating statements of income and Consolidated and consolidating statements of cash flows of CBI and its Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the Chief Financial Officer of CBI as having been prepared in accordance with GAAP, and (iv3) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of CBI stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the Borrower;nature thereof and the action that CBI has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of (x) in the case of the Parent, the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Parent and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Parent and its Subsidiaries for such consolidated Subsidiaries' statements Fiscal Year, in each case accompanied by (1) an opinion as to such audit report of incomePricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing and (2) if prepared, cash flows, and retained earningsa report of such independent public accountants as to the Parent’s internal controls required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, in each case certified by independent certified public such accountants of national standing reasonably acceptable without a “going concern” or like qualification or exception and without any qualification or exception as to the Administrative Agent and including any management letters delivered by scope of such accountants audit, provided that to the Borrower extent different components of such consolidated financial statements are separately audited by different independent public accounting firms, the audit report of any such accounting firm may contain a qualification or any Subsidiary in connection exception as to scope of such consolidated financial statements; together with such audit; provided that, (A) a certificate of a Financial Officer of the Parent stating that no Default with respect to the fiscal year ending December 31Parent has occurred and is continuing or, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) if a Default with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default Parent has occurred and is continuing, a statement as to the nature thereof, thereof and the action that the Parent has taken and proposes to take with respect thereto and (ivB) a Compliance Certificate executed schedule in substantially the form of Exhibit B of the computations used by a Responsible Financial Officer of the Borrower;Parent in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04(a) and (y) in the case of EDJ, the annual audited Consolidated FOCUS III Report for such year for EDJ and its Subsidiaries, accompanied by (i) an opinion as to such audit report of PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing and (ii) if prepared, a 60 report of such independent public accountants as EDJ’s internal controls required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, in each case certified by such accountants without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, provided that to the extent different components of such consolidated financial statements 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; together with (A) a certificate of a Financial Officer of EDJ stating that no Default with respect to EDJ has occurred and is continuing or, if a Default with respect to EDJ has occurred and is continuing, a statement as to the nature thereof and the action that EDJ has taken and proposes to take with respect thereto and (B) a schedule in substantially the form of Exhibit B of the computations used by a Financial Officer of EDJ in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04(b).

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Lenders of PricewaterhouseCoopers or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties, stating that, that in the course of the regular audit of the business consolidated financial statements of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.4, and a letter from such accountants confirming their agreement with the procedures used by the Borrower in such computations and verifying the mathematical accuracy of such computations, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.4, a statement of reconciliation conforming such financial statements to GAAP and provided further that the Borrower shall also provide, to the extent necessary, a balance sheet, statement of income and statement of cash flows that will exclude the Unrestricted Subsidiaries and Permitted Joint Ventures that existed during such reporting period and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated and, if otherwise provided, consolidating balance sheets of Parent and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated and, if otherwise provided, consolidating statements of incomeincome and a Consolidated statement of cash flows of Parent and its Subsidiaries for such Fiscal Year, cash flowsin each case accompanied by (i) an opinion as to such audit report of Ernst & Young, LLP or other independent public accountants of recognized standing acceptable to the Required Lenders and retained earnings(ii) a report of such independent public accountants as to Parent’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, in each case certified by independent certified public accountants of national standing reasonably acceptable in a manner to which the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders have not objected, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower Parent and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (y) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04 (z) a certificate of the Chief Financial Officer of Parent stating that (1) no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that Parent has taken and proposes to take with respect thereto and (iv2) a Compliance Certificate executed by a Responsible Officer Parent and Borrower have paid to each appropriate taxing authority the full amount that each is required to pay in respect of the Borrower;income tax for such year.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower General Partner and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the General Partner and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, a Consolidated statement of cash flows, flows and retained earningsstockholders’ equity of the General Partner and its Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants of national standing reasonably (i) an opinion acceptable to the Administrative Agent Required Lenders of KPMG LLP or other independent public accountants (without a “going concern” or like qualification or exception and including without any management letters delivered by such accountants qualification or exception as to the Borrower or any Subsidiary in connection with scope of such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause ) and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit a report of APC and such independent public accountants as to the related financial information described in this clause (ii) with respect to APC instead General Counsel’s internal controls required under Section 404 of the BorrowerXxxxxxxx-Xxxxx Act of 2002, and (B) unaudited which report shall not show any material deterioration in such controls since the date of the last audited financial statements of the type described in this clause General Partner and its subsidiaries, together with (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower General Partner and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm Xxxxxxx -- Credit Agreement (71) has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (y) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the General Partner shall also provide a statement of reconciliation conforming such financial statements to GAAP and (ivz) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;chief financial officer (or person performing similar functions) of the General Partner stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the General Partner has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 92 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Company and such consolidated its Subsidiaries, including therein Consolidated and, to the Borrower's extent required by the auditor of the Company and such consolidated its Subsidiaries' , consolidating balance sheets of the Company and its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated and, to the Borrower's extent required by the auditor of the Company and such consolidated its Subsidiaries' , consolidating statements of income, income and a Consolidated statement of cash flows, flows of the Company and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an opinion acceptable to the Required Holders of KPMG LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Holders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm the Chief Financial Officer to the Administrative Agent and the Lenders Purchaser stating that, that in the course of the regular audit of the business of the Borrower Company and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has not indicated to such Chief Financial Officer that it had obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (ivii) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Company stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Company has taken and proposes to take with respect thereto and (iii) copies of the management comment letter or recommendations, if any, of KPMG LLP or other independent accountants of recognized standing acceptable to the Required Holders addressed to the management of the Company in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them.

Annual Financials. As soon as available after the end of the Fiscal Year ending October 31, 2005, and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year thereafter, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' (i) Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and (ii) a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified by independent certified public accountants prepared in accordance with Rule 3-10 of national standing reasonably acceptable to Regulation S-X, consistent with the Administrative Agent Borrower's past practice, on the basis of management's good faith calculations and including any management letters delivered by such accountants to fairly presenting in all material respects the Consolidated financial condition of the Borrower or any Subsidiary in connection with and its Subsidiaries as at such audit; provided that, with respect to date and the fiscal year ending December 31, 2007 only, Consolidated results of operations of the requirements of this clause (ii) with respect to Borrower and its Subsidiaries for the period ended on such fiscal year shall be satisfied date and accompanied by delivering (A) a certificate of a Financial Officer of the annual audit report Borrower stating that no Event of APC Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the related financial information described in this clause (ii) action that the Borrower has taken and proposes to take with respect to APC instead of the Borrowerthereto, and (B) unaudited if otherwise available, (1) an audit report opinion of Deloitte & Touche USA LLP or other registered public accounting firm of recognized standing, and (2) a report of such registered public accounting firm as to the internal controls of the Borrower required under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002; provided, however, that (I) in the event the Borrower is able to comply with the provisions of clauses (B)(1) and (2) above and (II) such registered public accounting firm otherwise agrees (which agreement the Borrower agrees to use commercially reasonable efforts to obtain), such financial statements of the type described in this clause shall also be accompanied by (ii) with respect to the Borrower for such period, (iiix) a certificate of such registered public accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the such regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a an Event of Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a an Event of Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, and (ivy) a Compliance Certificate executed by a Responsible Officer schedule in form reasonably satisfactory to the Administrative Agent of the Borrower;computations used by such accounting firm in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of its financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 15 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings they are required to be filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KSEC, a copy of the annual audit report for such year for the Borrower AYE and such consolidated Subsidiaries, its Subsidiaries including therein the Borrower's a Consolidated balance sheet of AYE and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated statement of income and a Consolidated statement of cash flows of AYE and its Subsidiaries for such consolidated Subsidiaries' statements of income, cash flows, and retained earningsFiscal Year, in each case certified accompanied by independent certified public accountants of national standing an opinion that is unqualified or is otherwise reasonably acceptable to the Administrative Agent and including any management letters delivered by Required Lenders of Pricewaterhouse Coopers (or such other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Required Lenders), as filed with such audit; provided thatthe SEC, with respect to the fiscal year ending December 31together with, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such periodeach Fiscal Year, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower AYE and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, nothing has come to such accounting firm's attention that would cause it to believe that AYE has failed to comply with the covenants set forth in Section 5.04, (ii) a schedule in form satisfactory to the Administrative Agent of the computations prepared by AYE and used by such accounting firm has obtained in determining, as to the fourth quarter of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, AYE shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date and (iii) a certificate of the Chief Financial Officer of AYE stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that AYE has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such consolidated its Consolidated Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's Consolidated and such consolidated Subsidiaries' consolidating statements of incomeincome and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), cash flowsin each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG, LLP (or any other so-called “Big Four” accounting firm), Gxxxx Xxxxxxxx LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Lenders, and retained earnings(y) if applicable, a report of such independent public accountants as to the Parent Guarantor’s internal controls required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, in each case certified by independent certified public accountants of national standing reasonably acceptable in a manner to which the Required Lenders have not objected, together with (i) a schedule in form satisfactory to the Administrative Agent and including of the computations used by the Borrowers in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any management letters delivered by change in GAAP used in the preparation of such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 onlyfinancial statements, the requirements Borrowers shall also provide, if necessary for the determination of this clause compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course Chief Financial Officer (or other Responsible Officer) of the regular audit of the business of the Borrower and its consolidated Subsidiaries Borrowers stating that (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained A) no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and the action that the Borrowers have taken and propose to take with respect thereto and (ivB) a Compliance Certificate executed by a Responsible Officer the Debt Yield as of the Borrower;last day of Fiscal Year (together with supporting evidence reasonably acceptable to the Administrative Agent).

Annual Financials. As soon as available and in any event not later than 120 on or before the date that is ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31of Parent, 2007) the consolidated financial statements of the Borrower Parent and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after as at the end of such fiscal year): , that includes the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Changes in Equity, a Cash Flow Statement and Notes, comprising a summary of the significant accounting policies, setting forth comparative consolidated figures for the preceding fiscal year, and certified by PricewaterhouseCoopers Consultores, Auditores SpA or another independent certified public accountant of recognized national standing (which such opinion shall be without any qualification or exception as to the scope of such audit, other than any exception, explanatory paragraph or qualification that is with respect to, or resulting from, (i) an upcoming maturity date of any Priority Lien Debt occurring within one year from the Form 10-K filed with the SEC for time such fiscal year endopinion is delivered, if any (ii) any actual or prospective breach of a financial covenant in any Priority Lien Debt or potential inability to the extent not otherwise provided satisfy a financial covenant in such Form 10-K, any Priority Lien Debt on a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, future date or in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such a future period, (iii) a certificate the activities, operations, financial results, assets or liabilities of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereofany Unrestricted Subsidiary, and (iv) the Chapter 11 Cases) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a Compliance Certificate executed consolidated basis in accordance with IFRS, which financials shall be accompanied by customary management discussion and analysis; provided that, the delivery requirements under this Section 5.01(b) may be satisfied through a Responsible Officer of filing by the Borrower;Parent with the SEC on Form 00-X. 000

Annual Financials. As soon At such time as available Navistar first files with the SEC each of its annual reports on Form 10-K and in each of its quarterly reports on Form 10-Q then required to be filed under Section 13 of the Exchange Act, promptly upon the filing by Navistar with the SEC of their annual report on Form 10-K for any event not later than 120 Fiscal Year, and thereafter within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year completed thereafter, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such deliver to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, Agents a copy of the annual audit report for such year Fiscal Year for the Borrower Navistar and such consolidated Subsidiariesits subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' (i) Consolidated balance sheets of Navistar and its subsidiaries as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flowsFiscal Year, and retained earnings(ii) a Consolidated statement of income and a Consolidated statement of cash flows of Navistar and its subsidiaries for such Fiscal Year, in each case certified prepared in accordance with Rule 3-10 of Regulation S-X, consistent with Navistar’s past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s good faith calculations and fairly presenting in all material respects the Consolidated ITEC ABL Credit Agreement financial condition of Navistar and its subsidiaries as at such date and the Consolidated results of operations of Navistar and its subsidiaries for the period ended on such date and accompanied by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) in the case of the annual audit report for a Fiscal Year ending on or after October 31, 2007, a certificate of APC a Financial Officer of the Administrative Borrower stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the related financial information described in this clause (ii) action that the Borrowers have taken and proposes to take with respect to APC instead thereto, provided, that such certificate shall also include a specific certification that no Borrower is engaged in the business of the Borrowerleasing trucks, and (B) unaudited if otherwise available, (1) an audit report opinion of KPMG or other registered public accounting firm of recognized standing, and (2) a report of such registered public accounting firm as to the internal controls of Navistar required under Section 404 of the Sxxxxxxx-Xxxxx Act of 2002; provided, however, that (x) in the event the Borrowers are able to comply with the provisions of clauses (B)(1) and (2) above in respect of a Fiscal Year ending on or after October 31, 2007 and (y) such registered public accounting firm otherwise agrees (which agreement the Borrowers agree to use commercially reasonable efforts to obtain), such financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) shall also be accompanied by a certificate of such registered public accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the such regular audit of the business of the Borrower Navistar and its consolidated Subsidiaries (or APC, if applicable), if anysubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a an Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, a an Event of Default has occurred and is continuing, a statement as to the nature thereof; provided that, and (iv) in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrowers shall also provide a Compliance Certificate executed by a Responsible Officer reconciliation of the Borrower;such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending Fiscal Year in the case of each Fiscal Year after the Fiscal Year ended December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K2003, a copy of the annual audit report for such year Fiscal Year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeoperations, stockholders’ equity and cash flowsflows of the Borrower and its Subsidiaries for such Fiscal Year, and retained earningsaccompanied by an unqualified opinion, in each case certified by or an opinion otherwise reasonably acceptable to the Required Lenders, of KPMG, LLP or any other internationally recognized accounting firm, or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by Agent, setting forth in comparative form, in the case of each such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 onlyConsolidated balance sheet, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead corresponding figures as of the Borrower, and (B) unaudited financial statements last day of the type described immediately preceding Fiscal Year, and, in this clause the case of each such Consolidated statement of operations, stockholders’ equity and cash flows, the corresponding figures for the corresponding period in the immediately preceding Fiscal Year, together with (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04 (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the Lenders stating thatcalculation of the amount, ratio or percentage then in existence), (ii) in the course event of any change in the generally accepted accounting principles used by the Borrower in the preparation of the regular audit of the business of audited Consolidated financial statements referred to above in this Section 5.03(c) from GAAP, the Borrower and its consolidated Subsidiaries (or APCshall also provide a reasonably detailed description of such changes and, if applicable)and to the extent necessary for the determination of compliance with Section 5.02(g) or 5.04, if anya statement of reconciliation conforming such audited Consolidated financial statements to GAAP, which audit was conducted by such accounting firm and (iii) in accordance with generally accepted auditing standardsthe event that the Borrower receives a letter from KPMG, such accounting firm has obtained no knowledge LLP or other independent public accountants that a Default has occurred and is continuing, or if, in the opinion a copy of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;letter.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating balance sheets of Borrower and its Subsidiaries, as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating statements of incomeincome and consolidating statements of cash flows of the Borrower and its Subsidiaries, cash flows, and retained earningsfor such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year (provided that respect to the first Fiscal Year following the Closing Date, such comparative financial statements shall be prepared on a pro forma basis after giving effect to the Transaction) and the corresponding figures from the budget for such Fiscal Year and in each case accompanied (in the case of such Consolidated financial statements) by an opinion of Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatAgent, (which opinion shall contain no qualification with respect to the fiscal year ending December 31, 2007 only, continuance of the requirements Borrower and its Subsidiaries as going concerns and shall state that such financial statements fairly present in all material respects the financial position of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Borrower and its Subsidiaries as at the dates indicated and the related financial information described results of their operations and cash flow for the periods indicated, in this clause each case in conformity with GAAP), together with (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof; provided, and that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such 111 104 financial statements to GAAP, (ivb) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (c) a schedule in form and detail satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the financial covenants contained in Article 8, provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Article 8, a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion as to such audit report of Xxxxxx LLP or other independent public or chartered accountants of recognized standing acceptable to the Required Lenders and (ii) a report of such independent public accountants as to the Borrower's and such consolidated Subsidiaries' statements ’s internal controls required under Section 404 of income, cash flows, and retained earningsthe Xxxxxxxx-Xxxxx Act of 2002, in each case certified by independent certified public accountants of national standing reasonably acceptable in a manner to which the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders have not objected, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof; provided that, if at any time, as a matter of policy, such accounting firm is refusing to provide such certificates to clients generally (and not just for the Borrower and its Subsidiaries), the Borrower shall not be required to provide the certificate described in this clause and (ivy) a Compliance Certificate executed schedule in form satisfactory to the First Lien Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a Responsible reconciliation of such financial statements to GAAP and (z) a certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and its Subsidiaries (which may be the Parent Guarantor’s annual report on Form 10-K for such consolidated Subsidiariesyear), including therein the Borrower's and such consolidated Subsidiaries' balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' statements of income, income and a consolidated statement of cash flows, flows of the Parent Guarantor and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by an unqualified opinion of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and Lender Parties (to the Lenders extent providing such a certificate does not violate generally-applicable policies of such accounting firm) stating that, that in the course of the regular audit of the business of the Borrower Parent Guarantor and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent (to the extent providing such a schedule does not violate generally-applicable policies of such accounting firm) of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, and (iviii) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;Chief Financial Officer (or person performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than within (x) in the case of the Fiscal Year ending on December 31, 2006, 120 days, and (y) in the case of all subsequent Fiscal Years, 90 days after the end of each fiscal year Fiscal Year, (commencing with fiscal year ending December 31, 2007i) audited combined financial statements of the Borrower and its consolidated the Group II Holding Companies including their respective Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent that such company is not otherwise provided in such Form 10a Non-KRecourse Subsidiary) including combined balance sheets, a copy statements of the annual audit report for such year for income and statements of cash flows of the Borrower and the Group II Holding Companies including their respective Subsidiaries (to the extent that such consolidated Subsidiariescompany is not a Non-Recourse Subsidiary) for such Fiscal Year, including therein the Borrower's all prepared in accordance with GAAP and LSP Gen Finance Special L/C Facility Agreement accompanied by an opinion as to such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' audited financial statements of incomeDeloitte & Touche, cash flowsErnst & Young, and retained earningsKPMG LLP, in each case certified by Pricewaterhouse Coopers or other independent certified public accountants of national recognized standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to (the Borrower or any Subsidiary in connection with such audit; provided that“Public Accountant”), with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated the Group II Holding Companies including their respective Subsidiaries (or APC, if applicableto the extent that such company is not a Non-Recourse Subsidiary), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default under Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default under Section 5.04 has occurred and is continuing, a statement as to the nature thereof, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower and checked by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04; provided that, if (x) as a matter of policy, the Public Accountant ceases to provide such certificates to clients generally (and not just for the Borrower and the Group II Holding Companies including their respective Subsidiaries), the Borrower and the Group II Holding Companies including their respective Subsidiaries), shall not be required to provide the certificate described in this clause (ii) but shall provide a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04, (y) in the event of any change in accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP and (ivz) the Borrower’s expected Public Accountant does not as of the Effective Date as a matter of policy provide the certificate referred to in this clause (ii), and (iii) a Compliance Certificate executed by a Responsible certificate of the Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Loan Parties have taken and proposes to take with respect thereto. If as a result of a change in GAAP, the Borrower is required to provide a reconciliation of financial statements as required by clause (ii) hereof or clause (c) below, and the Borrower shall so request, the Administrative Agent and the Required Lenders shall negotiate in good faith to amend the financial covenants in Section 5.04 and any other requirements of the Loan Documents affected by such change in GAAP to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Administrative Agent) and thereafter, the Borrower shall not be required to provide such reconciliations.

Annual Financials. As soon as available and in any event not later than 120 within ninety (90) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating balance sheets of Borrower and its Subsidiaries, as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating statements of incomeincome of the Borrower and its Subsidiaries, cash flows, and retained earningsfor such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year and the corresponding figures from the budget for such Fiscal Year and in each case accompanied (in the case of such Consolidated financial statements) by an opinion of Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, (which opinion shall contain no qualification with respect to the fiscal year ending December 31, 2007 only, continuance of the requirements Borrower and its Subsidiaries as going concerns and shall state that such financial statements fairly present in all material respects the financial position of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Borrower and its Subsidiaries as at the dates indicated and the related financial information described results of their operations and cash flow for the periods indicated, in this clause each case in conformity with GAAP), together with (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof; provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 8.12, a statement of reconciliation conforming such financial statements to GAAP, and (ivb) a Compliance Certificate executed by a Responsible Officer of the Borrower;chief financial officer of the Borrower (i) stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect 77 thereto and (ii) containing a schedule in form and detail satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the financial covenants contained in Section 8.12, provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 8.12, a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event not later than ----------------- within 120 days after the end of each fiscal year (commencing with fiscal year ending December 31Fiscal Year, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year Fiscal Year for the Borrower Fox Kids and such consolidated its Subsidiaries, including therein the Borrower's Consolidated balance sheet of Fox Kids and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of incomeoperations, stockholders' equity and cash flowsflows of Fox Kids and its Subsidiaries for such Fiscal Year, and retained earnings, in each case certified accompanied by an unqualified opinion or an opinion otherwise acceptable to the Required Lenders of Ernst & Young LLP or other independent certified public accountants of national recognized standing reasonably acceptable to the Required Lenders and (ii) unaudited Consolidated balance sheets of each of FCN Holding and its Subsidiaries, Saban and its Subsidiaries and the Surviving Corporation and its Subsidiaries as of the end of such Fiscal Year and unaudited Consolidated statements of operations, stockholders' equity and cash flows of each of FCN Holding and its Subsidiaries, Saban and its Subsidiaries and the Surviving Corporation and its Subsidiaries for such Fiscal Year, setting forth in comparative form, in the case of each such Consolidated balance sheet, the corresponding figures as of the last day of the immediately preceding Fiscal Year from the Consolidated balance sheet for such Persons for such immediately preceding Fiscal Year and, in the case of each such Consolidated statement of operations, stockholders' equity or cash flows, the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail, together with (A) a schedule in form reasonably satisfactory to the Administrative Agent and including any management letters delivered of the computations used by such accountants to in determining, as of the Borrower or any Subsidiary end of such Fiscal Year, compliance with the covenants contained in connection with such audit; provided thatSections 5.02(g)(i)(G), 5.02(h)(i)(G) and 5.04 (including with respect to the fiscal year ending December 31each such Section, 2007 onlywhere applicable, the requirements calculations of this clause (ii) with respect to the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such fiscal year shall be satisfied by delivering (A) the annual audit report of APC Section, and the related financial information described in this clause (ii) with respect to APC instead calculation of the Borroweramount, ratio or percentage then in existence) and (B) unaudited in the event of any change in the generally accepted accounting principles used by such accountants in the preparation of the audited financial statements referred to in clause (i) of this Section 5.03(c), such accountants shall also provide a reasonably detailed description of such changes and, if and to the extent necessary for the determination of compliance with Section 5.02(g)(i)(G), 5.02(h)(i)(G) or 5.04, a statement of reconciliation conforming such audited financial statements to the generally accepted accounting principles applied in the preparation of the Consolidated financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course of the regular audit of the business of the Borrower Fox Kids and its consolidated Subsidiaries (or APCfor the Fiscal Quarter ending September 30, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;1997.

Annual Financials. As soon as available At the earlier of the date of filing with the Securities and in any event not later than 120 Exchange Commission of Borrower’s annual report on Form 10-K or one hundred five (105) days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated its Subsidiaries' , and consolidating balance sheets sheet of Borrower and its Subsidiaries, as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower's Borrower and such consolidated its Subsidiaries' statements of income, cash flows, and retained earningsa consolidating statement of income of the Borrower and its Subsidiaries, for such Fiscal Year, in each case certified setting forth in comparative form the corresponding figures for the prior Fiscal Year in the case of such Consolidated financial statements accompanied by an opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided thatAgent, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead consent of the BorrowerRequired Lenders, and together with (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiia) a certificate letter of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (b) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Article VIII, provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Article VIII, a statement of reconciliation conforming such financial statements to GAAP and (ivc) a Compliance Certificate executed by a Responsible Officer certificate of the Borrower;president or a vice president of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 within 90 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower Parent Guarantor and such its consolidated Subsidiaries, including therein the Borrower's Consolidated and such consolidated Subsidiaries' consolidating balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such fiscal year Fiscal Year and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by (x) an unqualified opinion acceptable to the Required Lenders of KPMG LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Lenders, and (y) a report of such independent public accountants as to the Borrower's and such consolidated Subsidiaries' statements ’s internal controls required under Section 404 of incomethe Xxxxxxxx-Xxxxx Act of 2002, cash flows, and retained earningsbut only to the extent the Borrower is subject to Section 404, in each case certified by independent certified public accountants of national standing in a manner to which the Required Lenders have not objected, together with (i) a schedule in form reasonably acceptable satisfactory to the Administrative Agent and including any management letters delivered of the computations used by such accountants to in determining, as of the Borrower or end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any Subsidiary change in connection with GAAP used in the preparation of such audit; provided that, with respect to the fiscal year ending December 31, 2007 onlyfinancial statements, the requirements Parent Guarantor shall also provide, if necessary for the determination of this clause compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in the course Chief Financial Officer (or other Responsible Officer) of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained Parent Guarantor stating that no knowledge that a Default has occurred and is continuingcontinuing or, or if, in the opinion of such accounting firm, if a Default has occurred and is continuing, a statement as to the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer of the Borrower;action that the Parent Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event not later than 120 To Agent, within ninety (90) days after the end of each fiscal year Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth (commencing in the case of Financial Statements delivered for Fiscal Year 1998 and thereafter, it being understood that Fiscal Year 1998 Financial Statements will require comparisons only for the last quarter of 1997) in comparative form in each case the figures for the previous Fiscal Year and the figures contained in the Projections for such Fiscal Year, which Financial Statements shall be prepared in accordance with fiscal year ending December 31GAAP, 2007certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent (other than the Projections which are not required to be certified or audited). Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the financial covenants set forth on Annex E and the other items described in clause (A) of the Borrower and its consolidated Subsidiaries third sentence of Section (or such later date authorized by the SECa)(ii) of this Annex D, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-K, a copy of the annual audit report for such year for the Borrower and such consolidated Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' balance sheets as of the end of such fiscal year and the Borrower's and such consolidated Subsidiaries' statements of income, cash flows, and retained earnings, in each case certified by independent certified public accountants of national standing reasonably acceptable to the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iii) a certificate of from such accounting firm to the Administrative Agent and the Lenders stating effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the course existence of Defaults or Events of Default, and (iii) the certification of the regular audit Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the business financial position, results of the operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated Subsidiaries (basis, as at the end of such year and for the period then ended, and that there was no Default or APCEvent of Default in existence as of such time or, if applicable), if any, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has or Event of Default shall have occurred and is be continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to describing the nature thereof, thereof and (iv) a Compliance Certificate executed by a Responsible Officer all efforts undertaken to cure such Default or Event of the BorrowerDefault;

Annual Financials. As soon as available and in any event not later than 120 within 95 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein a Consolidated balance sheet of the Borrower's Borrower and such consolidated Subsidiaries' balance sheets its Subsidiaries as of the end of such fiscal year Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion as to such audit report of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Required Lenders and (ii) if at such time the Borrower is subject to the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, a report of such independent public accountants as to the Borrower's and such consolidated Subsidiaries' statements ’s internal controls required under Section 404 of income, cash flows, and retained earningsthe Xxxxxxxx-Xxxxx Act of 2002, in each case certified by independent certified public accountants of national standing reasonably acceptable in a manner to which the Administrative Agent and including any management letters delivered by such accountants to the Borrower or any Subsidiary in connection Required Lenders have not objected, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiix) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was Pregis Credit Agreement 109 conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (y) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the Financial Performance Covenants; provided that, in the event of any Accounting Change, the Borrower shall also provide a reconciliation of such financial statements to GAAP and (ivz) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto (it being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.03(b) to the extent that such annual reports include the information specified herein).

Annual Financials. As soon as available and in any event not later than 120 within 100 days after the end of each fiscal year (commencing with fiscal year ending December 31, 2007) of the Borrower and its consolidated Subsidiaries (or such later date authorized by the SEC, if applicable; provided that, the Borrower shall have delivered proper and timely notices of late filings filed with the SEC and also delivered such to the Administrative Agent and such later date may not be a date later than 120 days after the end of such fiscal year): (i) the Form 10-K filed with the SEC for such fiscal year end, if any (ii) to the extent not otherwise provided in such Form 10-KFiscal Year, a copy of the annual audit report for such year for the Borrower and such consolidated its Subsidiaries, including therein the Borrower's and such consolidated Subsidiaries' Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the Borrower's and such consolidated Subsidiaries' Consolidated statements of income, income and a Consolidated statement of cash flows, flows of the Borrower and retained earningsits Subsidiaries for such Fiscal Year, in each case certified accompanied by independent certified public accountants an opinion without a "going concern" or similar qualification or exception or a qualification arising out of national standing reasonably the scope of the audit and otherwise acceptable to the Administrative Agent and including any management letters delivered by such of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Borrower or any Subsidiary in connection Required Lenders, together with such audit; provided that, with respect to the fiscal year ending December 31, 2007 only, the requirements of this clause (ii) with respect to such fiscal year shall be satisfied by delivering (A) the annual audit report of APC and the related financial information described in this clause (ii) with respect to APC instead of the Borrower, and (B) unaudited financial statements of the type described in this clause (ii) with respect to the Borrower for such period, (iiii) a certificate of such accounting firm to the Administrative Agent and the Lenders Lender Parties stating that, that in the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries (or APC, if applicable), if anySubsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a 107 107 schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect on the date hereof and (iviii) a Compliance Certificate executed by a Responsible certificate of the Chief Financial Officer of the Borrower;Borrower stating either that such Chief Financial Officer has, after due inquiry, no knowledge that any Default has occurred and is continuing or, if the Chief Financial Officer has knowledge that a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.