Common use of Year-End Financials Clause in Contracts

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (ai) the consolidated balance sheet of Company Parent Issuer and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Parent Issuer and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company Parent Issuer that they fairly present, in all material respects, the financial condition of Company Parent Issuer and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (cii) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyParent Issuer, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company Parent Issuer and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Parent Issuer and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, that the delivery by the Company of annual reports on Form 10-K of Parent Issuer and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Certificate delivered in connection therewith pursuant to Section 5.1(c)) shall satisfy the requirements of this Section 5.1(b);

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the consolidated financial condition of Company and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated, (b) a written analysis or report for Company and its Subsidiaries setting forth in comparative form the corresponding figures for the previous Fiscal Year, (c) a narrative report describing the operations of Company and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (cd) in the case of all such consolidated financial statements, a report and opinion thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyCompany and reasonably satisfactory to Administrative Agent, which report and opinion shall be unqualified, shall express no doubts, assumptions prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws unqualified as to the scope of the audit or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and it being understood and agreed that the delivery of Company’s Form 10-K promptly after the filing thereof with the Securities and Exchange Commission shall satisfy the requirements set forth in this clause (subject to the time periods set forth in this clause (iii));

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 ninety (90) days after the end of such each Fiscal Year, (aA) the consolidated balance sheet of Company Parent and its Subsidiaries and, after the consummation of the Spinco Assets Transfer, of Spinco and its Subsidiaries, in each case as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Parent and its Subsidiaries and Spinco and its Subsidiaries, respectively, for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company Parent and of Spinco, respectively, that they fairly present, in all material respects, the financial condition of Company Parent and its Subsidiaries and of Spinco and its Subsidiaries, respectively, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (cB) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyParent or Spinco, respectively, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Parent and its Subsidiaries and Spinco and its Subsidiaries, respectively, as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, that the delivery by the Company of annual reports on Form 10-K of Parent and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Certificate delivered in connection therewith pursuant to Section 5.1(c) with respect to Parent and its Subsidiaries) filed with the SEC no later than ninety (90) days after the end of such Fiscal Year shall satisfy the requirements of this Section 5.1(b) with respect to Parent and its Subsidiaries (but not Spinco and its Subsidiaries);

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated and consolidating balance sheet sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyCompany and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (Aa) in no later than 90 days after the case end of such financial statements for each Fiscal Year, the consolidated balance sheet of Company, its Subsidiaries and its Unrestricted Subsidiaries as at the end of each Fiscal Year 2006and the related consolidated statements of income, as soon as available by exercise stockholders' equity and cash flows of commercially reasonable efforts by Company Company, its Subsidiaries and its SubsidiariesUnrestricted Subsidiaries for such Fiscal Year, (Bb) in the case of such financial statements for Fiscal Year 2007, as soon as promptly when available and but in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case (under both clauses (a) and (b) above) in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified (in the case of both clauses (a) and (b) above) by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated end of such Fiscal Year and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agentsuch Fiscal Year, and (c) in the case of such consolidated financial statements, both clauses (a) and (b) above) a report thereon of Ernst & Young LLP or other a firm of independent certified public accountants of recognized national standing selected by Company, which report shall be unqualifiedunqualified as to the scope of audit or as to the going concern status of Company, shall express no doubts, assumptions its Subsidiaries and its Unrestricted Subsidiaries or qualifications concerning the ability of Company and its Subsidiaries to continue Subsidiaries, as the case may be (in either case taken as a going concernwhole), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position condition of Company, its Subsidiaries and its Unrestricted Subsidiaries or Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated end of such Fiscal Year and the results of their operations and their cash flows for the periods indicated such Fiscal Year in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 95 days after the end of such Fiscal YearYear ending December 31, 2016, and each Fiscal Year thereafter, (a1) the consolidated balance sheet of Company the Borrower and its Subsidiaries subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows and equity (including all required footnotes thereto) of Company the Borrower and its Subsidiaries subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and prepared by the Borrower in accordance with GAAP and certified by the chief financial officer of Company the Borrower that they fairly present, in all material respects, the consolidated financial condition of Company the Borrower and its Subsidiaries subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated, (b2) the management’s discussion and analysis incorporated in the Borrower’s Form 10-K delivered for such Fiscal Year or, if no such Form 10-K has been delivered, a written analysis or narrative report describing the operations of Company the Borrower and its Subsidiaries subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c3) in the case of all such consolidated financial statements, a report and opinion thereon of Ernst & Young LLP or other independent certified registered public accountants of recognized national standing selected by Companythe Borrower, which report and opinion shall be unqualified, shall express no doubts, assumptions or qualifications concerning prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws without an emphasis paragraph relating to the ability of Company the Borrower and its Subsidiaries subsidiaries to continue as a going concern, shall be an unqualified opinion as to the scope of the audit and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination audit by such accountants in connection with such consolidated financial statements has been made in accordance with, if applicable, the audit standards of the Public Company Accounting Oversight Board and otherwise in accordance with generally accepted auditing standards; and it being understood and agreed that the delivery of the Borrower’s Form 10-K, if required, promptly after the filing thereof with the SEC shall satisfy the requirements set forth in this clause (subject to the time periods set forth in this clause (iii));

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 120 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company Holdings and its Subsidiaries for such Fiscal Year in a form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyCompany and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company Holdings and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 Within 150 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company Holdings and its Restricted Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity income and cash flows of Company Holdings and its Restricted Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly presentprepared in accordance with GAAP, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, together with a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyHoldings and reasonably satisfactory to Administrative Agent, which report (i) shall be unqualifiedunqualified as to scope of audit or going concern or any other similar qualification (other than a going-concern exception or explanatory note resulting solely from (x) an upcoming maturity date under the Facilities occurring within one year from the time such report is delivered or (y) any actual or potential inability to satisfy any financial covenant on a future date or for a future period), shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and (ii) shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Holdings and its Restricted Subsidiaries as at the dates date indicated and the results of their operations and their cash flows for the periods period indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements), (iii) and shall state that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstandards and (iv) shall state that, in the course of the regular audit of the businesses of Holdings and its Restricted Subsidiaries, such accountants have obtained no knowledge that an Event of Default or a Default in respect of the Financial Covenants is continuing or, if in the opinion of such accountants such an Event of Default or a Default is continuing, a statement as to the nature thereof;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 95 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity operations and cash flows (including all required footnotes thereto) of Company the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and prepared by the Borrower in accordance with GAAP and certified by the chief financial officer of Company the Borrower that they fairly present, in all material respects, the consolidated financial condition of Company the Borrower and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated, (b) the management’s discussion and analysis incorporated in the Borrower’s Form 10-K delivered for such Fiscal Year or, if no such 10-K has been delivered, a written analysis or narrative report describing the operations of Company the Borrower and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of all such consolidated financial statements, a report and opinion thereon of Ernst & Young PricewaterhouseCoopers LLP or any other independent certified public accountants of recognized national standing selected by Companythe Borrower, and reasonably satisfactory to the Administrative Agent, which report and opinion shall be unqualified, shall express no doubts, assumptions prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws unqualified as to the scope of the audit or qualifications concerning the ability of Company the Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with, if applicable, the audit standards of the Public Company Accounting Oversight Board and otherwise in accordance with generally accepted auditing standards; and it being understood and agreed that the delivery or availability of the Borrower’s Form 10-K, if required, promptly after the filing thereof with the Commission shall satisfy the requirements set forth in this clause (subject to the time periods set forth in this clause (iii));

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 120 days after the end of such each Fiscal Year, (ai) the consolidated balance sheet sheets of Company the Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company the Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company the Parent that they fairly present, in all material respects, the financial condition of Company the Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (bii) a written analysis or narrative report describing the operations of Company the Parent and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (ciii) in the case of such consolidated financial statements, a report thereon of Ernst & Young KPMG LLP or other independent certified public accountants of recognized national standing selected by Companythe Parent and satisfactory to Collateral Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company the Parent and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company the Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the consolidated financial condition of Company and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated, (b) a written analysis or report for Company and its Subsidiaries setting forth in comparative form the corresponding figures for the previous Fiscal Year, (c) a narrative report describing the operations of Company and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (cd) in the case of all such consolidated financial statements, a report and opinion thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyCompany and reasonably satisfactory to Administrative Agent, which report and opinion shall be unqualified, shall express no doubts, assumptions prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws unqualified as to the scope of the audit or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and it being understood and agreed that the delivery of Company’s Form 10-K promptly after the filing thereof with the Securities and Exchange Commission shall satisfy the requirements set forth in this clause (subject to the time periods set forth in this clause (iii));

Year-End Financials. (Aa) in no later than 90 days after the case end of such financial statements for each Fiscal Year, the consolidated balance sheet of Company, its Subsidiaries and its Unrestricted Subsidiaries as at the end of each Fiscal Year 2006and the related consolidated statements of income, as soon as available by exercise stockholders’ equity and cash flows of commercially reasonable efforts by Company Company, its Subsidiaries and its SubsidiariesUnrestricted Subsidiaries for such Fiscal Year, (Bb) in the case of such financial statements for Fiscal Year 2007, as soon as promptly when available and but in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case (under both clauses (a) and (b) above) in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified (in the case of both clauses (a) and (b) above) by the chief financial officer of Company that they fairly present, in all material respectsrespects in accordance with GAAP, the financial condition of Company and its Subsidiaries as at the dates indicated end of such Fiscal Year and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agentsuch Fiscal Year, and (c) in the case of such consolidated financial statements, a both clauses (a) and (b) above) (a) report thereon of Ernst & Young LLP or other a firm of independent certified public accountants of recognized national standing selected by Company, which report shall be unqualifiedunqualified as to the scope of audit or as to the going concern status of Company, shall express no doubts, assumptions its Subsidiaries and its Unrestricted Subsidiaries or qualifications concerning the ability of Company and its Subsidiaries to continue Subsidiaries, as the case may be (in either case taken as a going concernwhole), and shall state that such consolidated financial statements fairly present, in all material respectsrespects in accordance with GAAP, the consolidated financial position condition of Company, its Subsidiaries and its Unrestricted Subsidiaries or Company and its Subsidiaries Subsidiaries, as the case may be, as at the dates indicated end of such Fiscal Year and the results of their operations and their cash flows for the periods indicated such Fiscal Year in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;.

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, and commencing with the financial statements for the purposes of such comparison only, in the case of Company’s Fiscal Year 2007ended December 31, such figures shall not include purchase accounting adjustments) and 2005, the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyCompany and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, Year setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer senior director of Company finance or vice president of finance of Borrower that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) if requested by Administrative Agent, a written analysis or narrative report describing the operations of Company Borrower and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP a nationally recognized “big 4” accounting firm or other independent certified public accountants of recognized national standing selected by CompanyBorrower and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 95 days after the end of such each Fiscal Year, (a) the consolidated and consolidating balance sheet sheets of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company Borrower and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP a nationally recognized “big 4” accounting firm or other independent certified public accountants of recognized national standing selected by CompanyBorrower and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated Consolidated balance sheet sheets of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated Consolidated statements of income, stockholders’ equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, the Consolidated financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the Consolidated results of their operations and their cash flows for the periods indicated, (b) a written analysis or report for Borrower and its Subsidiaries setting forth in comparative form the corresponding figures for the previous Fiscal Year, (c) a narrative report describing the operations of Company Borrower and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (cd) in the case of all such consolidated Consolidated financial statements, a report and opinion thereon of Ernst Deloitte & Young Touche LLP or other independent certified public accountants of recognized national standing selected by CompanyBorrower, which report and opinion shall be unqualified, shall express no doubts, assumptions prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws unqualified as to the scope of the audit or qualifications concerning the ability of Company Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated Consolidated financial statements fairly present, in all material respects, the consolidated Consolidated financial position of Company Borrower and its Subsidiaries as at the dates indicated and the Consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated Consolidated financial statements has been made in accordance with generally accepted auditing standards, and it being understood and agreed that the delivery of Borrower’s Form 10-K promptly after the filing thereof with the Securities and Exchange Commission shall satisfy the requirements set forth in this clause (subject to the time periods set forth in this clause (iii));

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and but in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 105 days after the end of such Fiscal Year, (a) the consolidated balance sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company Holdings and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by CompanyHoldings, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company Holdings and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and but in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 105 days after the end of such Fiscal Year, (a) the consolidated balance sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Holdings or Company that they fairly present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company Holdings and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by CompanyHoldings, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company Holdings and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available practicable and in any event within 90 days after the end of such each Fiscal YearYear of Company (except in the case of Australian Offshore Borrowers, which shall be delivered promptly after becoming available) (a) the consolidated balance sheet sheets of Company each of Holdings, Company, each Domestic Borrower, each Australian Offshore Borrower and its Subsidiaries BSN, in each case as at the end of such Fiscal Year year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Holdings, Company, each Domestic Borrower, each Australian Offshore Borrower and its Subsidiaries BSN for such Fiscal Year and (b) a statement setting forth sales and EBIT data by Reporting Unit for such Fiscal Year, setting forth in each the case of the statements described in clauses (a) and (b) above, in comparative form the corresponding figures for the previous Fiscal Year (provided thatyear and, for with respect to the purposes consolidated statements of such comparison onlyincome and the statement of sales and EBIT data by Reporting Unit, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan consolidated plan and financial forecast for the current Fiscal Year covered by such financial statementsdelivered pursuant to subsection 5.1(x), all in reasonable detail detail, (c) in the case of such consolidated financial statements accompanied by a report thereon of independent certified public accountants of recognized national standing selected by Company which report shall be unqualified as to going concern and certified by the chief scope of audit and shall state that such consolidated financial officer of Company that they statements present fairly present, in all material respects, the financial condition position of Holdings and its Subsidiaries, Company and its Subsidiaries or each Domestic Borrower, Australian Offshore Borrower and their respective Subsidiaries and BSN and its Subsidiaries, as the case may be as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP consistently applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstandards and (d) in the case of such financial statements with respect to Reporting Units, certified by the chief accounting officer, the chief financial officer, the treasurer, an assistant treasurer, the controller or an assistant controller of Company based on Company’s normal accounting procedures applied on a consistent basis;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than (a) upon the later earlier of (xA) 120 one-hundred twenty (120) days after the end of each Fiscal Year (beginning with the Fiscal Year ending December 31, 2015) and (B) the filing of Company’s Form 20-F for such Fiscal Year with the Securities and (y) Exchange Commission of the date on which such financial statements have been delivered for Fiscal Year 2006United States, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity income and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing within one-hundred twenty (120) days after the operations end of each Fiscal Year (beginning with the Fiscal Year ending December 31, 2015) the consolidated and consolidating balance sheet of the Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income and cash flows of the Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form reasonably satisfactory the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated (which shall include bridge financial statements to Administrative Agentthe audited statements delivered pursuant to clause (a)), and (c) in connection with the case delivery of such consolidated the financial statementsstatements referred to in clause (a), a report thereon of Ernst & Young LLP or other an independent certified registered public accountants accounting firm of recognized national standing selected by Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications (whether in the opinion itself or in any explanatory paragraph within such report) concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated and consolidating financial statements fairly present, in all material respects, the consolidated and consolidating financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated prepared in conformity accordance with GAAP applied on a basis consistent with prior years International Financial Reporting Standards (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standardsstandards of the Public Company Accounting Oversight Board (United States); provided that posting of such information on the XXXXX Website shall constitute delivery for purposes of this subsection 6.1(iii) to the extent such posting provides all information required by this clause (iii) including consolidating financial statements;

Year-End Financials. (A) in In addition to the case of such relevant quarterly financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company referred to in Sections 5.1(A) and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter5.1(B), as soon as available and in any event within 90 ninety (90) days after the end of such each Fiscal YearYear (provided that the audited financial statements for the year ended December 31, 2011 shall be provided to Lender no later than May 31, 2012), Borrower will deliver to Lender: (a1) the consolidated audited balance sheet of Company and its Subsidiaries Borrower as at the end of such Fiscal Year year and the related consolidated statements of income, stockholders’ shareholder’s or member’s (as applicable) equity and cash flows of Company and its Subsidiaries flow for such Fiscal Year, setting forth in each case in comparative form ; (2) a schedule of the corresponding figures for the previous Fiscal Year (provided that, for the purposes outstanding Indebtedness of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all Borrower describing in reasonable detail each such debt issue or loan outstanding and certified by the chief financial officer principal amount and amount of Company that they fairly present, in all material respects, accrued and unpaid interest with respect to each such debt issue or loan; (3) a report with respect to the financial condition statements from a firm of Company independent certified public accountants selected by Borrower and its Subsidiaries reasonably acceptable to Lender, which report shall be unqualified as to going concern and scope of audit of Borrower and shall state that (a) such financial statements present fairly the financial position of Borrower as at the dates indicated and the results of their its operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (except as otherwise disclosed in such financial statementsb) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;standards and (c) that such accountants acknowledge that Lender is relying on such statements. If Borrower files its annual report on Form 10-K for the applicable Fiscal Year and such annual report contains the financial statements and reports described above, in a format acceptable to Lender, then Borrower may satisfy its requirements under this Section 5.1(C) by delivering a copy of such annual report. In addition to the foregoing, Borrower shall provide to Lender within thirty (30) days after each fiscal year end an internally prepared income statement sufficient in detail to support its calculation of the Net Profits obligation owed to Lender under Section 2.15 of this Agreement, which undertaking shall survive repayment of the Obligations otherwise relating to the Credit Facility and shall continue so long as Borrower remains obligated to Lender under such Section 2.15.

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than upon the later earlier of (xA) 120 one-hundred twenty (120) days after the end of such each Fiscal Year and (yB) the date on which filing of the Company’s Form 10K for such financial statements have been delivered for Fiscal Year 2006, with the Securities and (C) in Exchange Commission of the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such Fiscal YearUnited States, (a) the consolidated and consolidating balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity income and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agentwhich report meets the requirements of Item 303 of Regulation S-K promulgated under the Securities Act for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP KPMG or other independent certified registered public accountants accounting firm of recognized national standing selected by Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications (whether in the opinion itself or in any explanatory paragraph within such report) concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated and consolidating financial statements fairly present, in all material respects, the consolidated and consolidating financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standardsstandards of the Public Company Accounting Oversight Board (United States); provided that posting of such information on the XXXXX Website shall constitute delivery for purposes of this subsection 6.1(iii) to the extent such posting provides all information required by this clause (ii) including consolidating financial statements;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the Borrower’s chief financial officer, chief executive officer, vice president of finance or other Officer designated by such chief financial officer of Company or chief executive officer that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company Borrower and its Subsidiaries in form reasonably satisfactory to Administrative Agentfor such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst Deloitte & Young Touche LLP or other independent certified public accountants of recognized national standing selected by CompanyBorrower and reasonably satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company Borrower and its Subsidiaries to continue as a going concern, concern or any other like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 95 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Company Holdings that they fairly present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company Holdings and its Subsidiaries in the form reasonably satisfactory prepared for presentation to senior management for such Fiscal Year, provided, however, that Company may deliver to Administrative AgentAgent in lieu of such narrative report copies of the report filed by Holdings with the Securities and Exchange Commission on Form 10-K in respect of such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Companyan Independent Public Accountant, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company Holdings and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the consolidated financial condition of Company and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated, (b) a written analysis or report for Company and its Subsidiaries setting forth in comparative form the corresponding figures for the previous Fiscal Year, (c) a narrative report describing the operations of Company and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (cd) in the case of all such consolidated financial statements, a report and opinion thereon of Ernst Deloitte & Young Touche LLP or other independent certified public accountants of recognized national standing selected by Company, which report and opinion shall be unqualified, shall express no doubts, assumptions prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws unqualified as to the scope of the audit or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and it being understood and agreed that the delivery of Company’s Form 10-K promptly after the filing thereof with the Securities and Exchange Commission shall satisfy the requirements set forth in this clause (subject to the time periods set forth in this clause (iii));

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 95 days after the end of such Fiscal YearYear ending December 31, 2021, and each Fiscal Year thereafter, (ai) the consolidated balance sheet of Company the Borrower and its Subsidiaries subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows and equity (including all required footnotes thereto) of Company the Borrower and its Subsidiaries subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and prepared by the Borrower in accordance with GAAP and certified by the chief financial officer of Company the Borrower that they fairly present, in all material respects, the consolidated financial condition of Company the Borrower and its Subsidiaries subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated, (bii) the management’s discussion and analysis incorporated in the Borrower’s Form 10-K delivered for such Fiscal Year or, if no such Form 10-K has been delivered, a written analysis or narrative report describing the operations of Company the Borrower and its Subsidiaries subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (ciii) in the case of all such consolidated financial statements, a report and opinion thereon of Ernst & Young LLP or other independent certified registered public accountants of recognized national standing selected by Companythe Borrower, which report and opinion shall be unqualified, shall express no doubts, assumptions or qualifications concerning prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws without an emphasis paragraph relating to the ability of Company the Borrower and its Subsidiaries subsidiaries to continue as a going concern, shall be an unqualified opinion as to the scope of the audit and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the CHAR1\1985879v4 periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination audit by such accountants in connection with such consolidated financial statements has been made in accordance with, if applicable, the audit standards of the Public Company Accounting Oversight Board and otherwise in accordance with generally accepted auditing standards; and it being understood and agreed that the delivery of the Borrower’s Form 10-K, if required, promptly after the filing thereof with the SEC shall satisfy the requirements set forth in this clause (subject to the time periods set forth in this clause (c));

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (ai) the consolidated balance sheet of Company Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided thatYear, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer officer, chief executive officer, principal accounting officer, treasurer, assistant treasurer or controller of Company that they fairly present, in all material respects, the financial condition of Company Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (cii) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP either Xxxxx Xxxxxxxx or other independent certified public accountants of recognized national standing selected by CompanyCompany and reasonably satisfactory to Administrative Agent, which report shall be unqualifiedunqualified as to scope of audit, shall express no doubts, assumptions or qualifications concerning the ability of Company Parent and its Subsidiaries to continue as a going concern, concern (other than as a result of all or any portion of the Loans being treated as short term indebtedness) and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of each Fiscal Year, to the extent prepared to comply with the requirements of the Securities and Exchange Commission, a copy of Holdings’ report on Form 10-K filed with the Securities and Exchange Commission for such Fiscal Year, or, if no such Form 10-K was filed by Holdings, (a) the consolidated balance sheet sheets of Company Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of incomeearnings, stockholders’ equity and cash flows of Company Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified by the chief financial officer of Company Holdings that they fairly present, in all material respects, the financial condition of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company Holdings and its Subsidiaries in a form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP KPMG or other independent certified public accountants of recognized national standing selected by CompanyHoldings and reasonably satisfactory to Administrative Agent, which report shall be unqualifiedunqualified as to scope of audit, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company Holdings and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (aA) the consolidated balance sheet of Company Parent and its Subsidiaries and, after the consummation of the Spinco Assets Transfer, of Issuer and its Subsidiaries, in each case as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Parent and its Subsidiaries and Issuer and its Subsidiaries, respectively, for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company Parent and of Issuer, respectively, that they fairly present, in all material respects, the financial condition of Company Parent and its Subsidiaries and of Issuer and its Subsidiaries, respectively, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (cB) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyParent or Issuer, respectively, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Parent and its Subsidiaries and Issuer and its Subsidiaries, respectively, as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, that the delivery by the Company of annual reports on Form 10-K of Parent and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Certificate delivered in connection therewith pursuant to Section 5.1(c) with respect to Parent and its Subsidiaries) filed with the SEC no later than 90 days after the end of such Fiscal Year shall satisfy the requirements of this Section 5.1(b) with respect to Parent and its Subsidiaries (but not Issuer and its Subsidiaries);

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated and consolidating balance sheet sheets of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, ; (b) a written analysis or narrative report describing the operations of Company Borrower and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agent, senior management for such Fiscal Year (it being understood that the narrative report as contained in Borrower’s regular and periodic reports on Form 10-K shall be sufficient for purposes of this clause (b)); and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP a nationally recognized “big 5” accounting firm or other independent certified public accountants of recognized national standing selected by CompanyBorrower and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 120 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young KPMG, LLP or other independent certified public accountants of recognized national standing selected by CompanyCompany and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 95 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, a breakdown by major business line of sales, Consolidated Capital Expenditures and Consolidated EBITDA figures for such period, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan consolidated plan and financial forecast for the current Fiscal Year covered by delivered pursuant to subsection 6.1(xii), and within 120 days after the end of each Fiscal Year, a Consolidating balance sheet of Company and its Subsidiaries as at the end of such financial statementsFiscal Year and the related Consolidating statement of income of Company and its Subsidiaries for such Fiscal Year, all in reasonable detail and certified by the chief financial officer or chief accounting officer of Company that they fairly present, in all material respects, present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations setting forth "Management's Discussion and Analysis of Company Financial Conditions and its Subsidiaries in form reasonably satisfactory to Administrative AgentResults of Operations" for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP KMPG Peat Marwick or other independent certified public accountants of recognized national standing selected by CompanyCompany and reasonably satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as As soon as available and in any event within 90 days after the end of such each Fiscal Year, (ai) the consolidated and consolidating balance sheet sheets of Company the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of Company the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company the Borrower that they fairly present, in all material respects, the financial condition of Company the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (bii) a written analysis or narrative report describing the operations of Company the Borrower and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (ciii) in the case of such consolidated financial statements, a report thereon of Ernst Deloitte & Young Touche LLP or other independent certified public accountants of recognized national standing selected by Companythe Borrower, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company the Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 95 days after the end of such each Fiscal Year, (a) the consolidated and consolidating balance sheet sheets of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company Borrower and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP a nationally recognized "big 4" accounting firm or other independent certified public accountants of recognized national standing selected by CompanyBorrower and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 95 days after the end of such each Fiscal Year, (a) the consolidated and consolidating balance sheet sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and (other than for stockholders' equity) consolidating statements of income, stockholders’ ' equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief executive officer or the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP KPMG or other independent certified public accountants of recognized national standing selected by CompanyCompany and satisfactory to Agent, which report shall be unqualifiedunqualified as to scope of audit, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company and its Subsidiaries taken as a whole to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as As soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) on or before the date on which such financial statements have been delivered for Fiscal Year 2006are required to be filed with the SEC (or, and (C) in the case of if such financial statements for Fiscal Year 2008 and any Fiscal Year thereafterare not required to be filed with the SEC, as soon as available and in any event within on or before the date that is 90 days after the end of each such Fiscal Year), (a) the consolidated balance sheet of Company Holdings and its consolidated Subsidiaries as at the end of such Fiscal Year Year, and the related consolidated statements statement of income, stockholders’ equity operations and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding consolidated figures for the previous preceding Fiscal Year (provided thatYear, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified registered public accountants of recognized national standing selected by Company, which report whose opinion shall not be unqualified, shall express no doubts, assumptions qualified as to the scope of audit or qualifications concerning as to the ability status of Company Holdings and its consolidated Subsidiaries to continue as a going concern, and shall state together in any event with a certificate of the accounting firm providing the audit opinion required by this Section 6.1 (ii) stating that such consolidated financial statements fairly present, in all material respects, the consolidated financial position course of Company its regular audit of the business of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards;, such accounting firm has obtained no knowledge of any Event of Default relating to Section 7.5 that has occurred and is continuing or, if in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof. Notwithstanding the foregoing, the obligations in this Section 6.1 (ii) may be satisfied with respect to financial information of Holdings and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of Holdings or (B) Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (x) to the extent such information relates to a parent of Holdings, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to a parent of Holdings, on the one hand, and the information relating to Holdings and its consolidated Subsidiaries on a stand-alone basis, on the other hand, and (y) to the extent such information is in lieu of information required to be provided under this Section 6.1 (ii), such materials are accompanied by an opinion of an independent registered public accounting firm of recognized national standing, which opinion shall not be qualified as to the scope of audit or as to the status of the direct or indirect parent of Holdings, as applicable) and its consolidated Subsidiaries as a going concern.

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than (a) upon the later earlier of (xA) 120 one-hundred twenty (120) days after the end of each Fiscal Year (beginning with the Fiscal Year ending December 31, 2015) and (B) the filing of Ferroglobe’s Form 20-F for such Fiscal Year with the Securities and (y) Exchange Commission of the date on which such financial statements have been delivered for Fiscal Year 2006United States, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such Fiscal Year, (a) the consolidated balance sheet of Company Ferroglobe and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity income and cash flows of Company Ferroglobe and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified by the chief financial officer of Company Ferroglobe that they fairly present, in all material respects, the financial condition of Company Ferroglobe and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing within one-hundred twenty (120) days after the operations end of each Fiscal Year (beginning with the Fiscal Year ending December 31, 2015) the consolidated and consolidating balance sheet of the Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in as at the case end of such Fiscal Year and the related consolidated financial statements, a report thereon and consolidating statements of Ernst & Young LLP or other independent certified public accountants income and cash flows of recognized national standing selected by Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concernfor such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and shall state certified by the chief financial officer of the Company that such consolidated financial statements they fairly present, in all material respects, the consolidated financial position condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated (which shall include bridge financial statements to the audited statements delivered pursuant to clause (a)), and (c) in conformity connection with GAAP applied on the delivery of the financial statements referred to in clause (a), a basis consistent report thereon of an independent registered public accounting firm of recognized national standing selected by Ferroglobe, which report shall be unqualified, shall express no doubts, assumptions or qualifications (whether in the opinion itself or in any explanatory paragraph within such report) concerning the ability of Ferroglobe and its Subsidiaries to continue as a going concern, and shall state that such consolidated and consolidating financial statements fairly present, in all material respects, the consolidated and consolidating financial position of Ferroglobe and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated prepared in accordance with prior years International Financial Reporting Standards (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standardsstandards of the Public Company Accounting Oversight Board (United States); provided that posting of such information on the XXXXX Website shall constitute delivery for purposes of this subsection 6.1(iii) to the extent such posting provides all information required by this clause (iii) including consolidating financial statements;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 95 days after the end of such Fiscal YearYear ending December 31, 2021, and each Fiscal Year thereafter, (ai) the consolidated balance sheet of Company the Borrower and its Subsidiaries subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows and equity (including all required footnotes thereto) of Company the Borrower and its Subsidiaries subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and prepared by the Borrower in accordance with GAAP and certified by the chief financial officer of Company the Borrower that they fairly present, in all material respects, the consolidated financial condition of Company the Borrower and its Subsidiaries subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated, (bii) the management’s discussion and analysis incorporated in the Borrower’s Form 10-K delivered for such Fiscal Year or, if no such Form 10-K has been delivered, a written analysis or narrative report describing the operations of Company the Borrower and its Subsidiaries subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (ciii) in the case of all such consolidated financial statements, a report and opinion thereon of Ernst & Young LLP or other independent certified registered public accountants of recognized national standing selected by Companythe Borrower, which report and opinion shall be unqualified, shall express no doubts, assumptions or qualifications concerning prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws without an emphasis paragraph relating to the ability of Company the Borrower and its Subsidiaries subsidiaries to continue as a going concern, shall be an unqualified opinion as to the scope of the audit and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company the Borrower and its Subsidiaries subsidiaries as at the dates indicated and the consolidated results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination audit by such accountants in connection with such consolidated financial statements has been made in accordance with, if applicable, the audit standards of the Public Company Accounting Oversight Board and otherwise in accordance with generally accepted auditing standards; and it being understood and agreed that the delivery of the Borrower’s Form 10-K, if required, promptly after the filing thereof with the SEC shall satisfy the requirements set forth in this clause (subject to the time periods set forth in this clause (c));

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 100 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, and (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young KPMG LLP or other independent certified registered public accountants of recognized national standing selected by CompanyCompany and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board (United States); provided that such financial statements and certificates and the report of KPMG LLP for any Fiscal Year shall be deemed delivered to the Administrative Agent and Lenders hereunder at the time Company files with the Securities and Exchange Commission its annual report on Form 10-K for that Fiscal Year, accompanied by the certifications required under Sections 302 and 906 of the Sarbanes Oxley Act of 2002;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 95 days after the end of such each Fiscal Year, (a) the consolidated and consolidating balance sheet sheets of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company Borrower and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP a nationally recognized “big 4” accounting firm or other independent certified public accountants of recognized national standing selected by CompanyBorrower and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Borrower and its 109 Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as As soon as available by exercise of commercially reasonable efforts by Company and its Subsidiariesavailable, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of within ninety (x90) 120 days after the end of such Fiscal Year and each fiscal year of the Company (y) commencing with the date on which such financial statements have been delivered for Fiscal Year fiscal year ended December 31, 2006), and the Company will deliver: (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such Fiscal Year, (aA) the consolidated balance sheet of the Company and its the Subsidiaries of the Company as at of the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ shareholders' equity and cash flows of the Company and its the Subsidiaries of the Company for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) fiscal year and the corresponding figures from the Financial Plan consolidated plan and financial forecast delivered pursuant to subsection 5.2(v) for the Fiscal Year fiscal year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, present in all material respects, respects the financial condition of the Company and its the Subsidiaries as at of the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated and (B) in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in the case of such consolidated financial statements, (i) a report and opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Majority Holders, which report shall be unqualified, shall express no doubts about the ability of the Company and the Subsidiaries of the Company to continue as a going concern or like qualification or exception and shall not be subject to any qualification or exception as to the scope of such audit or with respect to the absence of any material misstatement, and shall state that the examination by such accountants in connection with such consolidated financial statements has been made fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries of the Company as of the dates indicated and (ii) only if and when the Company consummates an IPO or becomes subject to regulation by the SEC, an opinion of such Registered Public Accounting Firm independently assessing the Company's internal controls over financial reporting in accordance with generally accepted auditing standardsItems 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2 and Section 404 of Xxxxxxxx-Xxxxx expressing a conclusion that contains no statement that there is a material weakness in such internal controls, except for such material weaknesses as to which the Majority Holders do not object;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as As soon as available and in any event within 90 ninety (90) days after the end of such Fiscal Yeareach fiscal year, the Issuer shall deliver: (aA) the consolidated balance sheet of Company the Issuer and its Subsidiaries (if any) as at the end of such Fiscal Year year and the related consolidated statements of income, stockholdersshareholders’ equity and cash flows of Company the Issuer and its Subsidiaries (if any) for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) fiscal year and the corresponding figures from the Financial Plan consolidated plan and financial forecast delivered pursuant to subsection 5.2(a)(3)(iv) of this Section 5.2 for the Fiscal Year fiscal year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company the Issuer that they present fairly present, in all material respects, the consolidated financial condition of Company the Issuer and its Subsidiaries (if any) as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (bB) a written analysis or narrative report describing schedule of the operations outstanding Indebtedness for borrowed money of Company the Issuer and its Subsidiaries (if any) describing in form reasonably satisfactory reasonable detail each such debt issue or loan outstanding and the principal amount (excluding original issue discount) of accrued and unpaid interest with respect to Administrative Agenteach such debt issue or loan, and (cC) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Companythe Independent Auditors, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company the Issuer and its Subsidiaries (if any) to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company the Issuer and its Subsidiaries (if any) as at of the dates indicated and the results of their operations operations, shareholders’ equity and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants Independent Auditors in connection with such consolidated financial statements has been made in accordance with United States generally accepted auditing standards;.

Year-End Financials. (A) in The Company shall deliver to the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafterAgent, as soon as available and in any event within 90 105 days after the end of such Fiscal Yeareach fiscal year of the Company, (ai) the consolidated balance sheet sheets of the Company and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsfiscal year, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (bii) a written analysis or narrative report describing the operations of the Company and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such fiscal year, and (ciii) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP PricewaterhouseCoopers LLC or other independent certified public accountants of recognized national standing selected by Companythe Company and satisfactory to Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of the Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;. So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered to the Agent pursuant to this Section 5(f) shall be accompanied by a written statement of the Company’s independent public accountants that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company or any of its Subsidiaries has violated any provisions of Sections 5(l), (n), (p) and (gg) hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as As soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event ------------------- within 90 days after the end of such Fiscal Yeareach fiscal year, the Company will deliver: (aA) the consolidated balance sheet of the Company and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ shareholders' equity and cash flows of the Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicatedfiscal year, (bB) a written analysis or narrative report describing the operations of the Company and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such fiscal year, (C) a schedule of the outstanding Indebtedness for borrowed money of the Company and its Subsidiaries describing in reason- able detail each such debt issue or loan outstanding and the principal amount (excluding original issue discount) of accrued and unpaid interest with respect to each such debt issue or loan, and (cD) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP KPMG Peat Marwick or other independent certified public accountants of recognized national standing selected by the Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of the Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of the Company and its Subsidiaries as at of the dates indicated and the results of their operations operations, shareholders' equity and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with United States generally accepted auditing standards;; (iv) Promptly upon receipt thereof, copies of any financial or other report or notice delivered to, or received from, any holders of Senior Indebtedness pursuant to the Credit Agreement (or any similar provision contained in any successor agreements) or any

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (aA) the consolidated balance sheet of Company Parent and its Subsidiaries and, after the consummation of the Spinco Assets Transfer, of Spinco and its Subsidiaries, in each case as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Parent and its Subsidiaries and Spinco and its Subsidiaries, respectively, for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company Parent and of Spinco, respectively, that they fairly present, in all material respects, the financial condition of Company Parent and its Subsidiaries and of Spinco and its Subsidiaries, respectively, as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (cB) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyParent or Spinco, respectively, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Parent and its Subsidiaries and Spinco and its Subsidiaries, respectively, as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, that the delivery by the Company of annual reports on Form 10-K of Parent and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Certificate delivered in connection therewith pursuant to Section 5.1(c) with respect to Parent and its Subsidiaries) filed with the SEC no later than 90 days after the end of such Fiscal Year shall satisfy the requirements of this Section 5.1(b) with respect to Parent and its Subsidiaries (but not Spinco and its Subsidiaries);

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, and commencing with the financial statements for Company’s Fiscal Year 2006, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsstatements and, commencing with the financial statements for Company’s Fiscal Year 2007, the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyCompany and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as As soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated and consolidating balance sheet sheets of Company Customer and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ member's equity and cash flows of Company Customer and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsYear, all in reasonable detail and certified by the chief financial officer of Company Customer that they fairly present, in all material respects, present the financial condition of Company Customer and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company Customer and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young KPMG Peat Marwick LLP or other independent certified public accountants of recognized national standing selected by CompanyCustomer and satisfactory to SunAmerica, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company Customer and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company Customer and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;standards and that, in the course of preparing the above financial statements, nothing has come to the attention of their personnel working on the financial statements in the ordinary course thereof that has caused them to believe that a Termination Event or Potential Termination Event has occurred, or if, they believe that any Termination Event or Potential Termination Event shall exist, stating the nature and status thereof.

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available and in any event within 90 days after the end of such each Fiscal Year, (a) the consolidated balance sheet of Company Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company Borrower and its Subsidiaries for such Fiscal Year, Year setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company Borrower that they fairly present, in all material respects, the financial condition of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) if requested by Administrative Agent, a written analysis or narrative report describing the operations of Company Borrower and its Subsidiaries in the form reasonably satisfactory prepared for presentation to Administrative Agentsenior management for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP a nationally recognized “big 4” accounting firm or other independent certified public accountants of recognized national standing selected by CompanyBorrower and satisfactory to Administrative Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company Borrower and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as As soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) on or before the date on which such financial statements have been delivered for Fiscal Year 2006are required to be filed with the SEC (or, and (C) in the case of if such financial statements for Fiscal Year 2008 and any Fiscal Year thereafterare not required to be filed with the SEC, as soon as available and in any event within on or before the date that is 90 days after the end of each such Fiscal Year), (a) the consolidated balance sheet of Company Holdings and its consolidated Subsidiaries as at the end of such Fiscal Year Year, and the related consolidated statements statement of income, stockholders’ equity operations and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding consolidated figures for the previous preceding Fiscal Year (provided thatYear, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified registered public accountants of recognized national standing selected by Company, which report whose opinion shall not be unqualified, shall express no doubts, assumptions qualified as to the scope of audit or qualifications concerning as to the ability status of Company Holdings and its consolidated Subsidiaries to continue as a going concern, and shall state provided that such consolidated financial statements fairly presentopinion may contain an explanatory note or paragraph solely with respect to, in all material respectsor solely resulting from, (x) any potential inability to satisfy any Financial Performance Covenants on any future Calculation Date or (y) the fact that the scheduled maturity date of any Loan or Commitment hereunder is less than one year after the date of such opinion. Notwithstanding the foregoing, the consolidated obligations in this Section 6.1(ii) may be satisfied with respect to financial position information of Company Holdings and its consolidated Subsidiaries by furnishing Holdings’ Form 10-K or 10-Q, as applicable, filed with the SEC; provided that to the extent such information is in lieu of information required to be provided under this Section 6.1(ii), such materials are accompanied by an opinion of an independent registered public accounting firm of recognized national standing, which opinion shall not be qualified as to the scope of audit or as to the status of Holdings and its consolidated Subsidiaries as at a going concern, provided that such opinion may contain an explanatory note or paragraph solely with respect to, or solely resulting from, (x) any potential inability to satisfy any Financial Performance Covenants on any future Calculation Date or (y) the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and fact that the examination by scheduled maturity date of any Loan or Commitment hereunder is less than one year after the date of such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;opinion.

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as soon as available practicable and in any event within 90 days after the end of such each Fiscal YearYear of Company (except in the case of Australian Offshore Borrowers, which shall be delivered promptly after becoming available) (a) the consolidated balance sheet sheets of each of Holdings, Company and its Subsidiaries each Domestic Borrower and Australian Offshore Borrower and, following the BSN Acquisition Closing Date, BSN, in each case as at the end of such Fiscal Year year and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings, Company and its Subsidiaries each Domestic Borrower and Australian Offshore Borrower and, following the BSN Acquisition Closing Date, BSN for such Fiscal Year and (b) a statement setting forth sales and EBIT data by Reporting Unit for such Fiscal Year, setting forth in each the case of the statements described in clauses (a) and (b) above, in comparative form the corresponding figures for the previous Fiscal Year (provided thatyear and, for with respect to the purposes consolidated statements of such comparison onlyincome and the statement of sales and EBIT data by Reporting Unit, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan consolidated plan and financial forecast for the current Fiscal Year covered by such financial statementsdelivered pursuant to subsection 5.1(x), all in reasonable detail detail, (c) in the case of such consolidated financial statements accompanied by a report thereon of independent certified public accountants of recognized national standing selected by Company which report shall be unqualified as to going concern and certified by the chief scope of audit and shall state that such consolidated financial officer of Company that they statements present fairly present, in all material respects, the financial condition position of Holdings and its Subsidiaries, Company and its Subsidiaries or each Domestic Borrower and Australian Offshore Borrower and its respective Subsidiaries and, following the BSN Acquisition Closing Date, BSN and its Subsidiaries, as the case may be as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing the operations of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agent, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP consistently applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstandards and (d) in the case of such financial statements with respect to Reporting Units, certified by the chief accounting officer, the chief financial officer, the treasurer, an assistant treasurer, the controller or an assistant controller of Company based on Company’s normal accounting procedures applied on a consistent basis;

Year-End Financials. (A) in the case of such financial statements for Fiscal Year 2006, as soon as available by exercise of commercially reasonable efforts by Company and its Subsidiaries, (B) in the case of such financial statements for Fiscal Year 2007, as soon as available and in any event no later than the later of (x) 120 days after the end of such Fiscal Year and (y) the date on which such financial statements have been delivered for Fiscal Year 2006, and (C) in the case of such financial statements for Fiscal Year 2008 and any Fiscal Year thereafter, as As soon as available and in any event within 90 days after the end of such Fiscal Yeareach fiscal year, (a) the 10K report filed with the SEC, and the consolidated balance sheet sheets of Company and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year (provided that, for the purposes of such comparison only, in the case of Fiscal Year 2007, such figures shall not include purchase accounting adjustments) and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statementsfiscal year, all in reasonable detail and certified by the chief senior financial officer of Company that they fairly present, in all material respects, present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, (b) a written analysis or narrative report describing list of all liabilities of Manufacturing as at the operations end of such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year, all in reasonable detail and certified by the senior financial officer of Company and its Subsidiaries in form reasonably satisfactory to Administrative Agentthat they fairly present the liabilities of Manufacturing as at the dates indicated, and (c) in the case of such consolidated financial statementsstatements described in clause (a) above, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by CompanyCompany and reasonably satisfactory to Agent, which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;