Common use of Annual Financials Clause in Contracts

Annual Financials. As soon as available and in any event within 95 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA and its Subsidiaries, including therein a Consolidated balance sheet of BMCA and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of BMCA and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative Agent, together with (i) a schedule, certified by a Responsible Financial Officer of BMCA, in form reasonably satisfactory to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining 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, BMCA shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of a Responsible Financial Officer of BMCA 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 BMCA has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of BMCA the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of BMCA the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Administrative Agent of Ernst & Young KPMG LLP or other independent public accountants of recognized standing acceptable to the Administrative Agentnational standing, together with (i) a schedulecertificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer of BMCADefault 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 reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining 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, BMCA the Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 5.04 from GAAP, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of a Responsible the Chief Financial Officer of BMCA the Borrower stating that to the best of such officer’s knowledge, no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Borrower and its Subsidiaries, including therein a Consolidated consolidated balance sheet sheets of BMCA the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement consolidated statements of income and a Consolidated consolidated statement of cash flows of BMCA the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent of Ernst Deloitte & Young Touche LLP or such other independent registered public accountants of recognized standing acceptable to the Administrative AgentAgent , together with (i) a schedule, certified by a Responsible Financial Officer certificate of BMCA, in form reasonably satisfactory such accounting firm to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided Lender Parties stating that in the event course of any change the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting principles used firm has obtained no knowledge that a Default of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(q) or 5.04 has occurred and is continuing, or if, in the preparation opinion of such accounting firm, a Default of a financial statements, BMCA shall also provide, if necessary for the determination of any of (wnature under Section 5.02(a), (x5.02(b), (y5.02(f), 5.02(q) or (z) above5.04 has occurred and is continuing, a statement of reconciliation conforming such financial statements as to GAAP the nature thereof and (ii) a certificate of a Responsible Financial Officer the chief financial officer of BMCA the Borrower (A) setting forth in reasonably detail 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 Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect theretothereto 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 5.02(q) and 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 5.02(q) and Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the US Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of BMCA the US Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of BMCA the US Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative AgentRequired Lenders, together with (i) a schedulecertificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of the US Borrower and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer of BMCADefault 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 reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the financial covenants contained in Section 5.046.18; provided that, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA the US Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP and US GAAP, (iiiii) a certificate of a Responsible the Chief Financial Officer of BMCA the US Borrower stating that no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the US Borrower has taken and proposes to take with respect thereto, (iv) a management’s Colfax Credit Agreement discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA Parent and its Subsidiaries, including therein a Consolidated balance sheet sheets of BMCA Parent and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of BMCA Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative AgentRequired Lenders, together with (i) commencing with the Fiscal Year ended December 31, 2012, a schedulecertificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of Parent and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer of BMCADefault 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 reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the financial covenants contained in Section 5.046.18; provided that, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA Parent shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP and GAAP, (iiiii) a certificate of a Responsible the Chief Financial Officer of BMCA Parent stating that no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA Parent has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year Fiscal Year for BMCA the Lead Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of BMCA the Lead Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of BMCA the Lead Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative Agentstanding, together with (i) commencing with the Fiscal Year ended December 31, 2021, a schedulecertificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of the Lead Borrower and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer Default has occurred and is continuing, or if, in the opinion of BMCAsuch accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the financial covenants contained in Section 5.04, 5.13; provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA the Lead Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 5.13, a statement of reconciliation conforming such financial statements to GAAP and GAAP, (iiiii) a certificate of a Responsible Financial Officer the chief financial officer of BMCA the Lead Borrower stating that no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Lead Borrower has taken and proposes to take with respect thereto, and (iv) a Compliance Certificate.

Annual Financials. As soon as available and in any event within 95 Within 120 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Parent and its Subsidiaries, including therein a Consolidated balance sheet of BMCA the Parent and its Subsidiaries as of the end of such Fiscal Year Express – Term Loan Credit Agreement and a Consolidated statement of income and a Consolidated statement of cash flows of BMCA the Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable as to such audit report of any of the Administrative Agent of Ernst & Young LLP “Big-4” accounting firms or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, which opinion shall not have any “going concern” qualification, together with (i) a schedule, certified by a Responsible Financial Officer of BMCA, schedule in form reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained covenant set forth in Section 5.045.05; provided that, provided that in the event of any change in generally accepted accounting principles GAAP used in the preparation of such financial statements, BMCA the Parent shall also provide, if necessary for the determination provide a reconciliation of any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to former GAAP and (iiiii) a certificate on behalf of the Parent signed by a Responsible Financial Officer of BMCA the Parent stating that no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Parent has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA and its Subsidiaries, including therein a Consolidated balance sheet of BMCA and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of BMCA and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative Agent, together with (i) a schedule, certified by a Responsible Financial Officer of BMCA, in form reasonably satisfactory to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants covenant contained in Section 5.04, when applicable, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of a Responsible Financial Officer of BMCA 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 BMCA has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of BMCA the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of BMCA the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Administrative Agent of Ernst & Young KPMG LLP or other independent public accountants of recognized standing acceptable to the Administrative Agentnational standing, together with (i) a schedulecertificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer of BMCADefault 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 reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining 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, BMCA the Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 5.04 from GAAP, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of a Responsible the Chief Financial Officer of BMCA the Borrower stating that to the best of such officer's knowledge, no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 not later than 90 days after the end of each Fiscal Year, a copy fiscal year of the annual Borrower, an unqualified (except for qualifications relating to changes in accounting principles or practices reflecting changes in generally accepted accounting principles and required or approved by the Borrower’s independent certified public accountants) audit report for such year for BMCA the Borrower and its Subsidiaries, including therein a audited Consolidated balance sheet sheets of BMCA the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year fiscal year and a the related Consolidated statement statements of income income, shareholders’ equity and a Consolidated statement of cash flows of BMCA the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, and the corresponding figures as at the end of, and for, the preceding fiscal year, and, in each the case accompanied of such Consolidated financial statements certified by an opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent certified public accountants of recognized standing acceptable to the Administrative Agent, Agent and including any management letters delivered by such accountants to the Borrower in connection with such audit together with (i) a schedule, certified by a Responsible Financial Officer of BMCA, in form reasonably satisfactory to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining 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, BMCA shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of such accounting firm to Administrative Agent and the Banks stating that, in the course of the regular audit of the business of the Borrower and its 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 Responsible Financial Officer of BMCA stating that no Event of Default has occurred and is continuing orcontinuing, if an Event or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof thereof, together with a Form 10K and the action that BMCA has taken and proposes to take with respect thereto.a Compliance Certificate;

Annual Financials. As soon as available and in any event within 95 Within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Borrower and its Subsidiaries, including therein a the Consolidated balance sheet of BMCA the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement cash flow of cash flows of BMCA the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent Required Lenders of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative Agent, together with (i) a schedulecertificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer Default of BMCAa financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(p) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(p) or 5.04 has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04Sections 5.04(a) through (d), provided that in the event of any change in generally accepted accounting principles GAAP used in the preparation of such financial statements, BMCA the Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of a Responsible Financial Officer the corporate controller, chief financial officer or principal financial officer of BMCA the Borrower stating that no Event of Default has occurred and is continuing or, if an Event of a Default has 100 occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of BMCA the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of BMCA the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion reasonably acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, together with (i) a schedulecertificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer of BMCADefault 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 reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles GAAP used in the preparation of such financial statements, BMCA the Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of a Responsible the Chief Financial Officer of BMCA the Borrower stating that no Event of Default has occurred and is continuing or, if an Event of Default a default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of BMCA the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of BMCA the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent Required Lenders of Ernst & Young LLP KPMG or other independent public accountants of recognized standing acceptable to the Administrative AgentRequired Lenders, together with (i) a schedule, certified by a Responsible Financial Officer of BMCAthe Borrower, in form reasonably satisfactory to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA the Borrower in determining compliance with the covenants covenant contained in Section 5.04, when applicable, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA the Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of a Responsible Financial Officer of BMCA the 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 BMCA the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 on or before the date that is ninety days after the end of each Fiscal Yearfiscal year of Borrower (unless otherwise extended by the Borrower upon timely filing a Form 12b-25 or similar form pursuant to Rule 12b-25 under the Exchange Act with the SEC, a copy in which case the date on which such quarterly consolidated financial statements shall not be due until the expiration of such extension), the annual audit report for such year for BMCA and its Subsidiaries, including therein a Consolidated balance sheet consolidated financial statements of BMCA Borrower and its Subsidiaries as of at the end of such Fiscal Year fiscal year, that includes the Statement of Operations, the Statement of Loss (Gain), the Statement of Equity, a Cash Flow Statement and a Consolidated statement summary of income business and a Consolidated statement significant accounting policies, setting forth comparative consolidated figures for the preceding fiscal year, and certified by Gxxxx Xxxxxxxx LLP or another independent certified public accountant of cash flows of BMCA and its Subsidiaries for recognized national standing (which such Fiscal Year, in each case accompanied by an opinion acceptable shall be without any qualification or exception as to the Administrative Agent scope of Ernst & Young LLP such audit, other than any exception, explanatory paragraph or other independent public accountants of recognized standing acceptable to the Administrative Agentqualification that is with respect to, together with or resulting from, (i) a schedule, certified by a Responsible Financial Officer of BMCA, in form reasonably satisfactory to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided that in the event an upcoming maturity date of any change in generally accepted accounting principles used in Indebtedness outstanding under this Agreement or the preparation of EETC occurring within one year from the time such financial statements, BMCA shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP opinion is delivered and (ii) a certificate any actual or prospective breach of a Responsible Financial Officer of BMCA stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, financial covenant in any Permitted Debt or potential inability to satisfy a statement as financial covenant in any Permitted Debt on a future date or in a future period to the nature thereof effect) that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, which financials shall be accompanied by customary management discussion and analysis; provided that, the action that BMCA has taken and proposes to take delivery requirements under this Section 5.01(b) may be satisfied through a filing by the Borrower with respect thereto.the SEC on Form 10-K.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy fiscal year of the annual audit report Borrower, the Borrower will furnish to the Administrative Agent, with sufficient copies for such year for BMCA and its Subsidiarieseach Lender, including therein a the Consolidated balance sheet of BMCA the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statement statements of income and a Consolidated statement of cash flows of BMCA the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year and accompanied by an unqualified opinion acceptable to the Administrative Agent of Ernst Coopers & Young LLP Xxxxxxx L.L.P. or other independent public accountants of nationally recognized standing acceptable to stating that, except as expressly disclosed therein, said Consolidated financial statements present fairly, in all material respects, the Administrative AgentConsolidated financial position and results of operations of the Borrower and its Subsidiaries as of the last day of, and for, such fiscal year, together with (i) a schedulecertificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, certified which audit was conducted by a Responsible Financial Officer such accounting firm in accordance with generally accepted auditing standards, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Section 5.02(a), 5.02(b) or 5.04 as at the end of BMCAsuch fiscal year, insofar as such Sections relate to accounting matters (or if, in the opinion of such accounting firm, such a Default has occurred and is continuing, a statement as to the nature thereof), (ii) a schedule in form reasonably satisfactory to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA such accountants in determining 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, BMCA shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP 5.04 and (iiiii) a certificate of a Responsible Financial Officer senior financial officer of BMCA the Borrower (A) stating that no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect theretothereto and (B) stating that, except as disclosed in the Form 10, since December 31, 1995, there has been no Material Adverse Change.

Annual Financials. As soon as available and in any event within 95 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA and its Subsidiaries, including therein a Consolidated balance sheet of BMCA and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of BMCA and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative Agent, together with (i) a schedule, certified by a Responsible Financial Officer of BMCA, in form reasonably satisfactory to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04; provided, provided however, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of a Responsible Financial Officer of BMCA 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 BMCA has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Company and its Subsidiaries, including therein a Consolidated consolidated balance sheet sheets of BMCA the Company and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement consolidated statements of income and a Consolidated statement operations, consolidated statements of cash flows and statements of BMCA stockholders equity of the Company and its consolidated Subsidiaries for such Fiscal Year, in each case accompanied reported on without qualification arising out of the scope of the audit by an opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of nationally recognized standing acceptable to the Administrative Agentand without a "going concern" paragraph, together with (i) a schedulecertificate of such accounting firm to the Purchaser stating that in the course of the regular audit of the business of the Company and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer Default has occurred and is continuing, or if, in the opinion of BMCAsuch accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form reasonably satisfactory to the Administrative Agent setting forth (w) Purchaser of the Leverage Ratio on computations used by the last day Company and confirmed by such accountants to be correct in determining, as of the end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained covenant set forth 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, BMCA shall also provide, if necessary for the determination of any of (w8.5(n), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of a Responsible Financial Officer the chief financial officer or treasurer of BMCA the Company stating that such officer has obtained no Event of knowledge that a Default has occurred and is continuing or, if an Event of Default a default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Company has taken and proposes to take with respect thereto, (iv) a schedule showing all expenditures of a capital nature in excess of $50,000 individually during such Fiscal Year, (v) a report prepared by such officer, in form reasonably satisfactory to the Purchaser, comparing the information in such annual financial statements to the Business Plan for the applicable Fiscal Year and (vi) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP.

Annual Financials. As soon as available and in any event within 95 on or before the date that is ninety days after the end of each Fiscal Yearfiscal year of Borrower (unless otherwise extended by the Borrower upon timely filing a Form 12b-25 or similar form pursuant to Rule 12b-25 under the Exchange Act with the SEC, a copy in which case the date on which such quarterly consolidated financial statements shall not be due until the expiration of such extension), the annual audit report for such year for BMCA and its Subsidiaries, including therein a Consolidated balance sheet consolidated financial statements of BMCA Borrower and its Subsidiaries as of at the end of such Fiscal Year fiscal year, that includes the Statement of Operations, the Statement of Loss (Gain), the Statement of Equity, a Cash Flow Statement and a Consolidated statement summary of income business and a Consolidated statement significant accounting policies, setting forth comparative consolidated figures for the preceding fiscal year, and certified by Xxxxx Xxxxxxxx LLP or another independent certified public accountant of cash flows of BMCA and its Subsidiaries for recognized national standing (which such Fiscal Year, in each case accompanied by an opinion acceptable shall be without any qualification or exception as to the Administrative Agent scope of Ernst & Young LLP such audit, other than any exception, explanatory paragraph or other independent public accountants of recognized standing acceptable to the Administrative Agentqualification that is with respect to, together with or resulting from, (i) a schedule, certified by a Responsible Financial Officer of BMCA, in form reasonably satisfactory to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided that in the event an upcoming maturity date of any change in generally accepted accounting principles used in Indebtedness outstanding under this Agreement or the preparation of EETC occurring within one year from the time such financial statements, BMCA shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP opinion is delivered and (ii) a certificate any actual or prospective breach of a Responsible Financial Officer of BMCA stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, financial covenant in any Permitted Debt or potential inability to satisfy a statement as financial covenant in any Permitted Debt on a future date or in a future period to the nature thereof effect) that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, which financials shall be accompanied by customary management discussion and analysis; provided that, the action that BMCA has taken and proposes to take delivery requirements under this Section 5.01(b) may be satisfied through a filing by the Borrower with respect thereto.the SEC on Form 10-K.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the an annual audit 10K report for such year for BMCA the Parent and its Subsidiaries, including therein a Consolidated balance sheet of BMCA the Parent and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of BMCA the Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent Required Lenders of Ernst & Young LLP Xxxxxx Xxxxxxxx or other independent public accountants of recognized standing acceptable to the Administrative AgentRequired Lenders, together with (i) a schedule, certified by a Responsible Financial Officer certificate of BMCA, in form reasonably satisfactory such accounting firm to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided Lender Parties stating that in the event course of any change the regular audit of the business of the Parent and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting principles used firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the preparation opinion of such financial statementsaccounting firm, BMCA shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovea Default has occurred and is continuing, a statement of reconciliation conforming such financial statements as to GAAP the nature thereof and (ii) a certificate of a Responsible the Chief Financial Officer of BMCA the Borrower stating that no Event of Default has occurred and is continuing or, if an Event of Default a default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Parent and its Subsidiaries, including therein a Consolidated balance sheet of BMCA the Parent and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of BMCA the Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by (i) an opinion acceptable to the Administrative Agent Required Lenders as to such audit report of Ernst & Young PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative AgentRequired Lenders and (ii) to the extent required by applicable law, a report of such independent public accountants as to the Parent’s internal controls required under Section 404 of Sxxxxxxx-Xxxxx, in each case certified in a manner reasonably acceptable to the Required Lenders, together with (i) a schedule, certified by a Responsible Financial Officer of BMCA, in form reasonably satisfactory to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining 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, BMCA shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Parent and its 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 Responsible 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 (y) a certificate of the Chief Financial Officer of BMCA the Borrower stating that no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 120 days after the end of each Fiscal Yearfiscal year, a copy of the annual audit report for such year for BMCA the Borrower and its SubsidiariesSubsidiaries prepared in accordance with US GAAP, including therein a Consolidated and consolidating balance sheet of BMCA the Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated and consolidating statement of income and a Consolidated statement of cash flows of BMCA the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion acceptable unqualified as to the Administrative Agent scope of audit of Ernst & Young LLP Young, Pricewaterhouse Coopers, Deloitte Touche Tohmatsu, KPMG or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, together with (i) a scheduleconfirmation by such accountants that the Borrower is in compliance with Section 5.04 as of the end of the relevant Fiscal Year and, certified if requested by the Administrative Agent, attaching a Responsible Financial Officer of BMCA, schedule in form reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles US GAAP used in the preparation of such financial statements, BMCA the Borrower shall also provide, together with such financial statements, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 5.04, a statement of reconciliation conforming such financial statements to US GAAP and (ii) a certificate of a Responsible Financial Officer the Vice President-Finance or Treasurer of BMCA the Borrower stating that no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect thereto. The delivery requirements of the Borrower under Sections 5.03(b) and (c) shall be deemed satisfied to the extent filings satisfying such requirement are made with the SEC.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the US Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of BMCA the US Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of BMCA the US Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative AgentRequired Lenders, together with (i) a schedulecertificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of the US Borrower and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer of BMCADefault 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 reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the financial covenants contained in Section 5.046.18; provided that, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA the US Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP and US GAAP, (iiiii) a certificate of a Responsible the Chief Financial Officer of BMCA the US Borrower stating that no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the US Borrower has taken and proposes to take with respect thereto, (iv) a management’s 90 Colfax Credit Agreement 10/19/2011xxxx://xxx.xxx.xxx/Archives/xxxxx/data/1420800/000119312508113306/dex101.htm discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As Solely in the case of NGP (except as ----------------- provided in clause (iii) below), as soon as available and in any event within 95 100 days after the end of each Fiscal Yearfiscal year of NGP, a copy of the annual audit report for such year for BMCA NGP and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of BMCA NGP and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statement and consolidating statements of income and a Consolidated statement statements of cash flows of BMCA NGP and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion acceptable to the Administrative Agent Required Lenders of Ernst & Young LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative AgentRequired Lenders, together with (i) a schedule, certified by a Responsible Financial Officer certificate of BMCA, in form reasonably satisfactory such accounting firm to the Administrative Agent setting forth (w) the Leverage Ratio on the last day of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided Lenders stating that in the event course of any change the regular audit of the business of NGP and its Subsidiaries and the Borrower, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting principles used in the preparation of such financial statements, BMCA shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) above, firm has obtained no knowledge that a statement of reconciliation conforming such financial statements to GAAP and (ii) a certificate of a Responsible Financial Officer of BMCA stating that no Event of Default has occurred and is continuing orcontinuing, if an Event 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 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 6.02(a), (b), (d), (e), (f) and 6.04, and (iii) a certificate of the principal accounting officer of NGP and of the principal accounting officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement from such Persons as to the nature thereof and the action that BMCA has NGP and the Borrower have taken and proposes propose to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 Within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Borrower and its Subsidiaries, including therein a the Consolidated balance sheet of BMCA the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement cash flow of cash flows of BMCA the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent Required Lenders of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative Agent, together with (i) a schedulecertificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer Default of BMCAa financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(p) or 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default of a financial nature under Section 5.02(a), 5.02(b), 5.02(f), 5.02(p) or 5.04 has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04Sections 5.04(a) through (d), provided that in the event of any change in generally accepted accounting principles GAAP used in the preparation of such financial statements, BMCA the Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of a Responsible Financial Officer the corporate controller, chief financial officer or principal financial officer of BMCA the Borrower stating that no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Parent and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of BMCA the Parent and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of BMCA the Parent and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Administrative Agent Required Lenders of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative AgentRequired Lenders, together with (i) a schedulecertificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Parent and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer of BMCADefault 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 reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided PROVIDED that in the event of any change in generally accepted accounting principles GAAP used in the preparation of such financial statements, BMCA the Parent shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) a certificate of a Responsible the Chief Financial Officer (or person performing similar functions) of BMCA the Parent stating that no Event of Default has occurred and is continuing or, if an Event of Default a default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Parent has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the US Borrower and its Subsidiaries, including therein a Consolidated balance sheet sheets of BMCA the US Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of BMCA the US Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Administrative Agent of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative AgentRequired Lenders, together with (i) a schedulecertificate of such accounting firm to the Loan Parties stating that in the course of the regular audit of the business of the US Borrower and its Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer of BMCADefault 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 reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the financial covenants contained in Section 5.046.18; provided that, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA the US Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 6.18, a statement of reconciliation conforming such financial statements to GAAP and US GAAP, (iiiii) a certificate of a Responsible the Chief Financial Officer of BMCA the US Borrower stating that no Event of Default has occurred and is continuing or, if an Event of a Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the US Borrower has taken and proposes to take with respect thereto, (iv) a management’s discussion and analysis of financial condition and results of operations for the two-year period ending as of the end of such Fiscal Year and with year to year comparisons (an “MD&A”) and (v) a Compliance Certificate.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for BMCA the Borrower and its Restricted Subsidiaries, including therein a Consolidated balance sheet of BMCA the Borrower and its Restricted Subsidiaries as of the end of such Fiscal Year Year, and a Consolidated statement of income and a Consolidated statement of cash flows of BMCA the Borrower and its Restricted Subsidiaries for such Fiscal Year, in each case Year accompanied by an opinion acceptable to the Administrative Agent Required Lenders of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Administrative AgentRequired Lenders, together with (i) a schedulecertificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Restricted Subsidiaries, certified which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Responsible Financial Officer of BMCADefault 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 reasonably satisfactory to the Administrative Agent setting forth (w) of the Leverage Ratio on computations used by such accountants in determining, as of the last day end of such Fiscal Year, (x) the Interest Coverage Ratio for such Fiscal Year, (y) the Capital Expenditures for such Fiscal Year, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles GAAP used in the preparation of such financial statements, BMCA the Borrower shall also provide, if necessary for the determination of any of (w), (x), (y) or (z) abovecompliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and GAAP, (iiiii) a certificate of a Responsible the Chief Financial Officer of BMCA the Borrower stating that no Event of Default has occurred and is continuing or, if an Event of Default a default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA the Borrower has taken and proposes to take with respect theretothereto and (iv) a copy of the annual management letter prepared by such independent public accountants.