Common use of Annual Reports Clause in Contracts

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)year, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out the results consistent with reporting to of Borrower, each Subsidiary Guarantor and the SECaggregate results of all Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte Ernst & Touche Young LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 43” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity)basis, the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ members' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche PricewaterhouseCoopers LLP or other independent public accountants account- ants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ members' equity of the Consolidated Companies Borrower and its Subsidiaries as of the end of such dates and for such fiscal year periods in accordance with GAAP consistently applied, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, forth results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations budgeted amounts and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iiiiv) a management’s 's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)ending December 31, 2014, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of incomeoperations, shareholders’ equity and cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a the unaudited consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to Borrower and the SECSubsidiaries), all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by an opinion of Deloitte & Touche BDO USA, LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or any other qualificationsimilar qualification (provided that it shall not be a violation of this Section 5.01(a) if the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Term Loans is subject to a “going concern” or other qualification solely as a result of such impending stated final maturity date under this Agreement)), stating that such financial statements fairly present, in all material respects, the consolidated financial conditionposition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently applied, and (ii) a management report narrative management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forthAgent, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), of the financial condition, condition and results of operations of Borrower and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and its Subsidiaries for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results (it being understood that any information required by this Section 5.01(a) may be furnished, to the extent included therein, in the form of operations and cash flowsa Form 10-K filed with the SEC, (iiiwhich will satisfy Borrower’ obligation with respect to any such information under this Section 5.01(a) a management’s discussion and analysis of the financial condition and results of operations for with respect to such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year);

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ ' equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “"Big 4” " accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ ' equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ ' financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s 's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within 90 As soon as available and in any event within 95 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings Borrower is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, beginning with the fiscal year ending July 31, 2007, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to Borrower and the SECSubsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche KPMG LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms in its reasonable discretion (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results of operations amounts (it being understood that the information required by clauses (i) and cash flows, (iii) may be furnished in the form of a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within 90 As soon as available and in any event within the earlier of (i) ninety (90) days and (ii) such shorter period as may be required by the Securities and Exchange Commission, after the end of each fiscal year, beginning with the first fiscal year (but no later than ending after the date on which Holdings is required to file a Form 10-K under the Exchange Act)Closing Date, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Canadian Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Funding Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern qualification, paragraph of emphasis or other qualificationexplanatory statement), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Canadian Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forthFunding Agent, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Canadian Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year (it being understood that the information required by clauses (i) and its budgeted results (ii) of operations this Section 5.01(a) may be furnished in the form of a Form 10-K (so long as the financial statements, narrative report and cash flows, management’s discussion therein comply with the requirements set forth above)) and (iii) a management’s discussion consolidating balance sheets, statements of income and analysis cash flows of the financial condition Canadian Borrower and its Subsidiaries separating out the results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearby region;

Annual Reports. Within As soon as available and in any event, within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)ending December 31, 2007, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of each such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and and, in each case, notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out the results consistent with reporting to of Holdings, the SECBorrowers, each Borrowing Base Guarantor and the aggregate results of all Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche KPMG LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms Agents (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies Holdings as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent Agents setting forthforth (A) statement of income items of Holdings for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, including same-store sales, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agents, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Holdings for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results amounts (it being understood that the information required by clause (i) may be furnished in the form of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within (i) As soon as available and in any event within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)ending December 31, (i) 2006, the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of (x) Holdings and (y) Borrower, each as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent of such entity for such fiscal year, in comparative form (except that comparative amounts with reporting respect to Borrower for the SEC)fiscal year ending December 31, all prepared in accordance 2006 shall not be required) with Regulation S-X under such financial statements as of the Securities Act end of, and for, the preceding fiscal year, and notes thereto, and accompanied by an opinion of Deloitte & Touche PricewaterhouseCoopers LLP or other independent public chartered accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of Holdings as of the Consolidated Companies dates and for the periods specified in accordance with GAAP, (ii) as soon as available and in any event within 90 days after the end the fiscal year ending September 30, 2006, the consolidated balance sheet of the Acquired Business as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, and accompanied by an opinion of Exxxxxxx Kxxxx Sxxxxxx & Hxxxxxx PC (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Acquired Business as of September 30, 2006 in accordance with GAAP consistently appliedU.S. GAAP, (iiiii) concurrently with the delivery of the financial statements described in clause (i), a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Holdings or Borrower, on a consolidating basis as applicable, for such fiscal year (by 100 region orother than, if requested by with respect to Borrower, for the Collateral Agent exercising in its reasonable credit judgmentfiscal year ending December 31, 2006), showing variance, by entitydollar amount, from amounts for the previous fiscal year and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iv) concurrently with the delivery of the financial statements described in clause (i), a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations of Holdings and cash flows of the Consolidated Companies (on a consolidated basis) its Subsidiaries or Borrower and its Subsidiaries, as of the end of and applicable, for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings Borrower is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, beginning with the fiscal year ending December 31, 2006, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to Borrower and the SECGuarantors in the event that any Subsidiaries are not Loan Parties), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results amounts (it being understood that the information required by clause (i) may be furnished in the form of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within 90 As soon as available and in any event within the earlier of (i) ninety (90) days and (ii) such shorter period as may be required by the Securities and Exchange Commission, after the end of each fiscal year, beginning with the first fiscal year (but no later than ending after the date on which Holdings is required to file a Form 10-K under the Exchange Act)Closing Date, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Canadian Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern qualification, paragraph of emphasis or other qualificationexplanatory statement), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Canadian Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forthAgent, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Canadian Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year (it being understood that the 100 information required by clauses (i) and its budgeted results (ii) of operations this Section 5.01(a) may be furnished in the form of a Form 10-K (so long as the financial statements, narrative report and cash flows, management’s discussion therein comply with the requirements set forth above)) and (iii) a management’s discussion consolidating balance sheets, statements of income and analysis cash flows of Canadian Borrower and its Subsidiaries separating out the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearby region;

Annual Reports. Within 90 As soon as available and in any event within 105 days after the end of the fiscal year ending January 31, 2009 and each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)thereafter, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Opco as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by an opinion of Deloitte & Touche LLP Crow Xxxxxx and Company LLC or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Opco as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth statement of income items and Consolidated EBITDA of Opco for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts, (iii) the balance sheet of Borrower (on an individual and consolidated basis) as of the end of such fiscal year and related statements of income, cash flows and stockholders’ equity of Borrower (on an individual and consolidated basis) for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Borrower as of the end date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with the audited financial statements referred to in clause (a)(i) of this Section, and (iv) a narrative report and management’s discussion and analysis in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower and Opco for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results amounts (it being understood that the information required by clause (i) may be furnished in the form of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act), thereafter (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower (provided that, in the event the Borrower is a Wholly-Owned Subsidiary of a Permitted Reporting Company, the Borrower shall be entitled to satisfy this requirement by delivering the corresponding consolidated and consolidating financial statements of the Permitted Reporting Company and its consolidated Subsidiaries) as of the end of such fiscal year and related consolidated and consolidating (by region orand, if requested by the Collateral Agent exercising in its reasonable credit judgmentof a Permitted Reporting Company, by entity) consolidating statements of income, cash flows and stockholdersmembers’ equity for such fiscal year, in comparative form with such financial statements (if any) as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche KPMG LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower (or, as applicable, of the Permitted Reporting Company and its consolidated Subsidiaries) as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently applied, ; and (ii) a management narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forthAgent, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including including, with respect to any Subsidiary of Holdings that is not a Subsidiary Guarantor, and each other Subsidiary of Holdings for which such note is required to be prepared pursuant to the requirements of applicable law or GAAP, a note with a consolidating balance sheet and statements financial statement of income and cash flows separating out results consistent with reporting to the SECeach of such Subsidiary), all prepared in accordance with Regulation S-X under if required by the Securities Act Act, and accompanied by an opinion of Deloitte & Touche LLP Samil Pricewaterhouse Coopers or other independent public accountants of recognized national international standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating qualification),stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Holdings as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently applied, GAAP; (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Holdings for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards; and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Holdings for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results amounts (it being understood that the information required by clause (i) may be furnished in the form of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within 90 days During a period of five years after the date hereof, -------------- the Company, as soon as practicable after the end of each respective period, will furnish to its stockholders annual reports (including financial statements audited by independent certified public accountants) and will furnish to its stockholders unaudited quarterly reports of operations for each of the first three quarters of the fiscal year (but no later than year, and will, upon request, furnish to you and the date on which Holdings is required to file a Form 10-K under the Exchange Act), other several Underwriters hereunder (i) concurrently with making such reports available to its stockholders, statements of operations of the consolidated and consolidating Company for each of the first three quarters in the form made available to the Company's stockholders; (by region orii) concurrently with the furnishing thereof to its stockholders, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) a balance sheet of Holdings the Company as of the end of such fiscal year and related consolidated and consolidating (by region oryear, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) together with statements of incomeoperations, of stockholders' equity and of cash flows and stockholders’ equity flow of the Company for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one a copy of the other “Big 4” accounting firms certificate or report thereon of nationally recognized independent certified public accountants; (which opinion shall not be qualified iii) concurrently with the furnishing of such reports to its stockholders, copies of all reports (financial or other) mailed to stockholders; (iv) as to scope or contain any going concern or other qualification)soon as they are available, stating that such copies of all reports and financial statements fairly presentfurnished to or filed with the Commission, any securities exchange or the Nasdaq National Market by the Company (except for documents for which confidential treatment is requested); and (v) every material press release and every material news item or article in all material respectsrespect of the Company or its affairs which was generally released to stockholders or prepared for general release by the Company. During such five-year period, if the Company shall have any active subsidiaries, the consolidated foregoing financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (statements shall be on a consolidated basis) as basis to the extent that the accounts of the end of Company are consolidated with any Subsidiaries, and shall be accompanied by similar financial statements for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;any significant subsidiary that is not so consolidated.

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) As soon as available and in any event within 120 days of the fiscal year ending December 31, 2004, (A) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ ' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion audit report of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion audit report shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results statements of operations, income and cash flows and changes in stockholders’ equity of the Consolidated Companies Holdings as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedapplied (except any inconsistencies in the application of GAAP as are approved by such independent public accountants and disclosed in their audit report), (iiB) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, (x) on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity)consolidated basis, the financial condition, results statements of operations income and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and, with respect to the period from October 1, 2004 through December 31, 2004, to budgeted amounts for such period, and its budgeted results (y) on a consolidating basis, the statements of operations income of each Subsidiary as of the end of and cash flowsfor such fiscal year, and (iiiC) a management’s 's discussion and analysis of the financial condition and results statements of operations income for such fiscal year, as compared to the previous fiscal year and, with respect to the period from October 1, 2004 through December 31, 2004, to budgeted amounts for such period; provided, however, that with respect to the notes delivered in connection with the consolidated statements of income delivered pursuant to clause (A) above, such notes shall include a note with a consolidating statement of income separating out Holdings and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;each of its Subsidiaries; and

Annual Reports. Within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date ending on which Holdings is required to file a Form 10-K under the Exchange Act)or about September 30, 2011, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by an opinion of Deloitte & Touche LLP a “big four” accounting firm or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), other than a qualification related to the maturity of Loans at the Revolving Maturity Date, the Term B Loan Maturity Date or the Final Maturity Date, as applicable) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Holdings as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently applied(such opinion, an “Acceptable Opinion”), (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth statement of income items and Consolidated EBITDA of Holdings for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Holdings for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results amounts (it being understood that the requirements of operations clause (a)(i) shall be deemed satisfied by the filing of a Form 10-K of Holdings in respect of such fiscal year with the U.S. Securities and cash flowsExchange Commission, so long as such Form 10-K (x) is publicly available on the Internet without charge, (iiiy) a management’s discussion and analysis is filed on or before the 90th day following the end of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (ivz) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearcontains an Acceptable Opinion);

Annual Reports. Within 90 days after the end of each fiscal year (but no later than of Holdings and the date on which Holdings is required to file a Form 10-K under the Exchange Act)Administrative Borrower, (i) the audited consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte Ernst & Touche Young LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualificationqualification or exemption), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows of Holdings and changes in stockholders’ equity its Subsidiaries as of the Consolidated Companies dates and for the periods specified in accordance with GAAP, (ii) management’s discussion and analysis of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal year, as compared to the previous fiscal year, (iii) the unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, accompanied by a certificate of a Financial Officer of the Administrative Borrower, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the dates and for the periods specified in accordance with GAAP consistently appliedGAAP, and (iiiv) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), management’s discussion and analysis of the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year Administrative Borrower and its budgeted results Subsidiaries (including, for purposes of operations this clause, the Restricted Parent Subsidiaries and cash flows, (iiitheir respective Subsidiaries) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within (i) As soon as available and in any event within 90 days after the end of each fiscal year (but no later than of the date on which Holdings is required to file Borrower, a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated statement of cash flows and the consolidated statements of income and stockholders' equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by an opinion on such consolidated statements by an Approved Accounting Firm which opinion shall state that such consolidated financial statements present fairly the consolidated financial position of the Borrower and its Subsidiaries as of the date of such financial statements and their consolidated results of their operations and cash flows for the period covered by such financial statements in conformity with GAAP applied on a consistent basis (except for changes in the application of which such accountants concur) and shall not contain any "going concern" or like qualification or exception or qualifications arising out of the scope of the consolidated audit; (ii) As soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ ' equity for such fiscal year, and notes thereto setting forth (including a note with a balance sheet and statements in the case of income and cash flows separating out results consistent with reporting to consolidated statements) the SEC)consolidated figures in comparative form for the Borrower's previous fiscal year, all prepared in accordance with Regulation Scertified (subject to normal year-X under the Securities Act end audit adjustments) as complete and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, correct in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested respects by the Collateral Agent exercising in its reasonable credit judgmentBorrower's chief financial officer, by entitytreasurer or chief accounting officer; (b), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)year, (i) the audited consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, in comparative form with such financial statements as of the end of, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to for, the SEC)preceding fiscal year, all in reasonable detail and prepared in accordance with Regulation S-X under the Securities Act GAAP and (except with respect to consolidating information) accompanied by an opinion of Deloitte & Touche RSM (US) LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any “going concern concern” or like qualification or exception other qualificationthan a “going concern” qualification with respect to (A) any upcoming maturity date of any Indebtedness that is scheduled to occur within one year or (B) any potential inability to satisfy the financial covenants under any Indebtedness on a future date or in a future period), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower and its Subsidiaries as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently applied, and (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to of the previous fiscal year Borrower and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearits Subsidiaries;

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year beginning December, 2004 (but no later than the date on which Holdings is Borrower would be required to file a Form 10-KSB or a Form 10-K under the Exchange Act if it were subject to Sections 13(d) and 15 of the Exchange Act as a non-accelerated filer); provided, however, that so long as QRC is a public company, such reports shall be required to be furnished no later than the date that QRC is required to timely file its annual report on Form 10-K or Form 10-KSB with the Securities Exchange Commission (taking into account any extension of time available under Rule 12b-25 under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of incomeoperations, cash flows and stockholders’ members' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte Murrell, Hall, XxXxxxxx & Touche LLP Co., PLLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations including Consolidated EBITDA and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity)consolidated basis, the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for such fiscal year, compared to the end of and for the previous fiscal year and its budgeted results of operations amounts, and cash flows, (iii) a management’s 's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth and, commencing with the intercompany Indebtedness outstanding and changes thereto since first full fiscal year after the prior fiscal yearClosing Date, budgeted amounts;

Annual Reports. Within As soon as available and in any event within 90 days (or, if earlier, within three Business Days after the end of each fiscal year (but no later than the such earlier date on which Holdings Parent Borrower is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, beginning with the fiscal year ending December 31, 2008, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Parent Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche KPMG, LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Parent Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth a statement of income items and Consolidated EBITDA of Parent Borrower for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Parent Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results of operations amounts (it being understood that the information required by clause (i) and cash flows, (iii) (other than with respect to comparisons to budgeted amounts) may be furnished in the form of a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within (i)As soon as available and in any event within 90 days after the end of each fiscal year (but no later than of the date on which Holdings is required to file Borrower, a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings the Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated statement of cash flows and the consolidated statements of income and stockholders' equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by an opinion on such consolidated statements by an Approved Accounting Firm which opinion shall state that such consolidated financial statements present fairly the consolidated financial position of the Borrower and its Subsidiaries as of the date of such financial statements and their consolidated results of their operations and cash flows for the period covered by such financial statements in conformity with GAAP applied on a consistent basis (except for changes in the application of which such accountants concur) and shall not contain any "going concern" or like qualification or exception or qualifications arising out of the scope of the consolidated audit; (ii)As soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ ' equity for such fiscal year, and notes thereto setting forth (including a note with a balance sheet and statements in the case of income and cash flows separating out results consistent with reporting to consolidated statements) the SEC)consolidated figures in comparative form for the Borrower's previous fiscal year, all prepared in accordance with Regulation Scertified (subject to normal year-X under the Securities Act end audit adjustments) as complete and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, correct in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested respects by the Collateral Agent exercising in its reasonable credit judgmentBorrower's chief financial officer, by entitytreasurer or chief accounting officer; (b), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings Borrower is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, beginning with the fiscal year ending December 31, 2004, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ ' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche Xxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a consolidating balance sheet and statement of income and, to the extent available, a statement of cash flows, separating out Borrower and the Subsidiaries, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iv) a narrative report and management's discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results amounts (it being understood that the information required by clause (i) may be furnished in the form of operations a Form 10-K and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations such information shall be deemed satisfactory for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearpurposes hereof);

Annual Reports. Within 90 Commencing with the Fiscal Year ended March 31, 2018, as soon as available, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)Fiscal Year, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) Consolidated statements of income, cash flows and stockholders’ equity and cash flow for such fiscal yearFiscal Year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all each prepared in accordance with Regulation S-X under GAAP, together with a certification by the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms Borrower’s Accountants that (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that A) such financial statements Consolidated Financial Statements fairly present, present in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of respects the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial conditionposition, results of operations and cash flows flow of the Consolidated Companies Borrower and its Subsidiaries as at the dates indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit or as to going concern and without any other similar qualification and (on B) in the course of the regular audit of the businesses of the Borrower and its Subsidiaries, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (or any successor entity), such Borrower’s Accountants have obtained no knowledge that a consolidated basisDefault in respect of any financial covenant contained in Article V has occurred and is continuing or, if in the opinion of the Borrower’s Accountants such a Default has occurred and is continuing, a statement as to the nature thereof (which certification with respect to clause (B) may be limited or omitted to the extent required by accounting rules or guidelines); and (ii) a supplemental consolidating balance sheet as of the end of such Fiscal Year and related consolidating statements of income, and cash flow for such fiscal yearFiscal Year of the Borrower, as compared to together with a certification by a Responsible Officer of the Borrower that such consolidating Financial Statements fairly present in all material respects the Consolidated Companies’ financial conditionposition, results of operations and cash flows as flow of the end of Borrower and its Subsidiaries as at the dates indicated and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;periods indicated therein in accordance with GAAP.

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings Borrower is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, beginning with the fiscal year ending December 31, 2007, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to Borrower and the SECSubsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)Dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results of operations amounts (it being understood that the information required by clauses (i) and cash flows, (iii) may be furnished in the form of a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)ending December 31, 2010, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings US Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to the SECUS Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms Agents (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies US Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent Agents setting forthforth (A) statement of income items and Consolidated EBITDA of US Borrower for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agents, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and US Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results of operations amounts (it being understood that the information required by clauses (i) and cash flows, (iii) may be furnished in the form of a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year of Holdings and the Borrower (but no later than or, solely with respect to their respective fiscal year ending December 31, 2014, within the earlier of (x) 120 days after the end of such fiscal year of Holdings or the Borrower, as applicable, and (y) the date on which Holdings is required to file or the Borrower, as applicable, files a Form 10-K with the SEC under the Exchange ActAct for such fiscal year), (i) the audited consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualificationqualification or exemption), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows of Holdings and changes in stockholders’ equity its Subsidiaries as of the Consolidated Companies dates and for the periods specified in accordance with GAAP, (ii) management’s discussion and analysis of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal year, as compared to the previous fiscal year), (iii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year accompanied by a certificate of a Financial Officer of the Borrower, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP consistently appliedGAAP, and (iivi) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), management’s discussion and analysis of the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year Borrower and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations Subsidiaries for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearbudgeted amounts;

Annual Reports. Within 90 As soon as available and in any event within 95 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings Borrower is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, beginning with the fiscal year ending July 31, 2007, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ ' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to Borrower and the SECSubsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche KPMG LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms in its reasonable discretion (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a management's discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results of operations amounts (it being understood that the information required by clauses (i) and cash flows, (iii) may be furnished in the form of a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, beginning with the fiscal year ending December 31, 2009, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ or members’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to Borrower and the SECSubsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche Xxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Holdings as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, forth results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial conditionbudgeted amounts, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (ivit being understood that the information required by clause (i) may be furnished in the form of a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings Borrower is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, beginning with the fiscal year ending December 31, 2005, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche Xxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a consolidating balance sheet and statement of income and, to the extent available, a statement of cash flows, separating out Borrower and the Subsidiaries, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iv) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results amounts (it being understood that the information required by clause (i) may be furnished in the form of operations a Form 10-K and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations such information shall be deemed satisfactory for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearpurposes hereof);

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)ending December 31, 2005, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings US Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to the SECUS Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms Agents (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies US Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent Agents setting forthforth (A) statement of income items and Consolidated EBITDA of US Borrower for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agents, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and US Borrower for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results of operations amounts (it being understood that the information required by clauses (i) and cash flows, (iii) may be furnished in the form of a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within 90 As soon as available and in any event within 120 days after the end of each fiscal year beginning with the fiscal year ending December 31, 2004 (but no later than 90 days subsequent to the date on which Holdings is required to file a Form 10-K under the Exchange Actconsummation of an IPO), (i) the audited consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ ' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to for the SECLoan Parties on a consolidated basis), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche KPMG, LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Borrower and its Subsidiaries for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management's discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations of Borrower and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and its Subsidiaries for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results amounts (it being understood that the information required by clause (i) may be furnished in the form of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings Borrower Representative is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, beginning with the fiscal year ending December 31, 2008, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower Representative as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including in a note with form satisfactory to the Administrative Agent, a combined balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act Borrowers) and accompanied by an opinion of Deloitte McGladrey & Touche Xxxxxx LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrowers as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Borrowers for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Borrowers for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results amounts (it being understood that the information required by clause (i) may be furnished in the form of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within 90 days after the end of each fiscal year (but no later than ten days after the date on which Holdings is required to file a Form 10-K under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte Ernst & Touche Young LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent in its Reasonable Credit Judgment or one of the other “Big 43” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity)consolidated basis, the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flowsflows compared to projections as provided pursuant to Section 5.01(h), and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;.

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholdersmembers’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte & Touche PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholdersmembers’ equity of the Consolidated Companies Borrower and its Subsidiaries as of the end of such dates and for such fiscal year periods in accordance with GAAP consistently applied, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, forth results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations budgeted amounts and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flows, (iiiiv) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)year, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Parent as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ ' equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SECLoan Parties (other than Holdings) from the Non-Guarantor Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and in a manner acceptable to the Securities and Exchange Commission and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ ' equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, GAAP; (ii) a management report in a customary form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity)consolidated basis, the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ ' (other than Holdings) financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flowsflows (including notes separating out the financial condition, results of operations and cash flows of the Loan Parties (other than Holdings) from the financial condition, results of operations and cash flows of the Non-Guarantor Subsidiaries), and (iii) a management’s 's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within 90 days after the end of each fiscal year (but no later than of Holdings and the date on which Holdings is required to file a Form 10-K under the Exchange Act)Administrative Borrower, (i) the audited consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of Deloitte Ernst & Touche Young LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualificationqualification or exemption), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows of Holdings and changes in stockholders’ equity its Subsidiaries as of the Consolidated Companies dates and for the periods specified in accordance with GAAP, (ii) management’s discussion and analysis of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal year, as compared to the previous fiscal year, (iii) the unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, accompanied by a certificate of a Financial Officer of the Administrative Borrower, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the dates and for the periods specified in accordance with GAAP consistently appliedGAAP, and (iiiv) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), management’s discussion and analysis of the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year Administrative Borrower and its budgeted results Subsidiaries (including, for purposes of operations this clause, the Restricted Parent Subsidiaries and cash flows, (iiitheir respective Subsidiaries) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;; 126

Annual Reports. Within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)ending December 31, 2013, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of incomeoperations, shareholders’ equity and cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a the unaudited consolidating balance sheet and statements of income and cash flows separating out results consistent with reporting to Borrower and the SECSubsidiaries), all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by an opinion of Deloitte & Touche BDO USA, LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or any other qualificationsimilar qualification (provided that it shall not be a violation of this Section 5.01(a) if the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Term Loans is subject to a “going concern” or other qualification solely as a result of such impending stated final maturity date under this Agreement)), stating that such financial statements fairly present, in all material respects, the consolidated financial conditionposition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Borrower as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently applied, and (ii) a management report narrative management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forthAgent, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), of the financial condition, condition and results of operations of Borrower and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and its Subsidiaries for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results (it being understood that any information required by this Section 5.01(a) may be furnished, to the extent included therein, in the form of operations and cash flowsa Form 10-K filed with the SEC, (iiiwhich will satisfy Borrower’ obligation with respect to any such information under this Section 5.01(a) a management’s discussion and analysis of the financial condition and results of operations for with respect to such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year);

Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)year, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Parent as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SECLoan Parties (other than Holdings) from the Non-Guarantor Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and in a manner acceptable to the Securities and Exchange Commission and accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, GAAP; (ii) a management report in a customary form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity)consolidated basis, the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies’ (other than Holdings) financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted results of operations and cash flowsflows (including notes separating out the financial condition, results of operations and cash flows of the Loan Parties (other than Holdings) from the financial condition, results of operations and cash flows of the Non-Guarantor Subsidiaries), and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings is required to file a Form 10-K under the Exchange Act)) after the end of each fiscal year, beginning with the fiscal year ending December 31, 2004, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including including, with respect to any Subsidiary of Holdings that is not a Subsidiary Guarantor, and each other Subsidiary of Holdings for which such note is required to be prepared pursuant to the requirements of applicable law or GAAP, a note with a consolidating balance sheet and statements financial statement of income and cash flows separating out results consistent with reporting to the SECeach of such Subsidiary), all prepared in accordance with Regulation S-X under if required by the Securities Act Act, and accompanied by an opinion of Deloitte & Touche LLP Samil Pricewaterhouse Coopers or other independent public accountants of recognized national international standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Holdings as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) statement of income items and Consolidated EBITDA of Holdings for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Holdings for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year and its budgeted results amounts (it being understood that the information required by clause (i) may be furnished in the form of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearForm 10-K);

Annual Reports. Within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date ending on which Holdings is required to file a Form 10-K under the Exchange Act)or about September 30, 2014, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by an opinion of Deloitte & Touche LLP a “big four” accounting firm or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), other than a qualification related to the maturity of Loans or any other Indebtedness of Holdings or any Restricted Subsidiary or potential non-compliance with any - 110 - financial covenant hereunder) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in stockholders’ equity of the Consolidated Companies Holdings as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently applied(such opinion, an “Acceptable Opinion”), (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth statement of income items and Consolidated EBITDA of Holdings for such fiscal year, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgmentshowing variance, by entity)Dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition, condition and results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and Holdings for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and (1) amounts for the previous fiscal year and its (2) budgeted results amounts (it being understood that the requirements of operations clause (a)(i) and cash flows(a)(iii)(1) shall be deemed satisfied by the filing of a Form 10-K of Holdings in respect of such fiscal year with the U.S. Securities and Exchange Commission that contains all the information required by clauses (a)(i) and (a)(iii)(1), so long as such Form 10-K (x) is publicly available on the Internet without charge, (iiiy) a management’s discussion and analysis is filed on or before the 90th day following the end of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (ivz) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearcontains an Acceptable Opinion);

Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)year, (i) the audited consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ ' equity for such fiscal year, in comparative form with such financial statements as of the end of, and notes thereto for, the preceding fiscal year (including it being understood that financial statements for the year ended December 31, 2005 shall be presented on a note with combined basis for Borrower and the predecessor entity, NewQuest, LLC, in a balance sheet and statements of income and cash flows separating out results manner consistent with reporting to the SECpresentation in Borrower's Form 10-K for the year ended December 31, 2005), all prepared in accordance with Regulation S-X under and the Securities Act notes thereto, and accompanied by an opinion of Deloitte & Touche KPMG, LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such consolidated financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows of Borrower and changes in stockholders’ equity of the Consolidated Companies its Subsidiaries as of the end of dates and for such fiscal year the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forthforth (A) a statement of income items and Consolidated EBITDA of Borrower and its Subsidiaries for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts (it being understood that statements of income items and related amounts for the year ended December 31, 2005 shall be presented on a consolidating combined basis for Borrower and the predecessor entity, NewQuest, LLC, in a manner consistent with the presentation under the caption "Selected Financial Data" in Borrower's Form 10-K for the year ended December 31, 2005) along with a brief discussion and analysis by management with respect to any material variances from budgeted amounts and (by 100 region orB) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, if requested by and (iii) a narrative report and management's discussion and analysis, in a form reasonably satisfactory to the Collateral Agent exercising in its reasonable credit judgmentAdministrative Agent, by entity), of the financial condition, condition and results of operations of Borrower and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and its Subsidiaries for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and amounts for the previous fiscal year (it being understood that (x) the information required by clauses (i) and its budgeted results of operations and cash flows, (iii) may be furnished in the form of a management’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year Form 10-K and (ivy) the information required by clause (ii) may be provided in a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearsingle, consolidated report);

Annual Reports. Within 90 Furnish to each Noteholder, as soon as available and in any event within 120 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings is required to file a Form 10-K under the Exchange Act)ending December 31, 2006, (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with (x) such financial statements as of the end of, and for, the preceding fiscal year and (y) the budget for such fiscal year delivered pursuant to Section 6.01(h), and the notes thereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC)thereto, all prepared in accordance with Regulation S-X under GAAP and, in the Securities Act and case of the consolidated financial statement, accompanied by an opinion of Deloitte & Touche PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent or one of the other “Big 4” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in stockholders’ equity of the Consolidated Companies as of the end of and for such fiscal year in accordance with GAAP consistently applied, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis (by 100 region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) Holdings as of the end of dates and for the periods specified in accordance with GAAP, and (ii) such fiscal yearother information as is called for by Exhibit R-Annual attached hereto; provided, as compared however, that if Holdings is then subject to the Consolidated Companiesreporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery by Holdings to such Noteholder of an Annual Report on Form 10-K or any successor form within the time periods above described shall satisfy the requirements of this Section 6.01(a). The consolidating balance sheet and statements of income, stockholders’ financial condition, results of operations equity and cash flows as of required by this paragraph may be in the end of and for form contained in the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of notes to the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal yearstatements included in Holdings’ Form 10-K;