Common use of Annual Financial Statements Clause in Contracts

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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.

Annual Financial Statements. As soon as available and in any event within 5 days after On or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal yearFiscal Year (or, in the case of financial statements for the Fiscal Year during which the Conversion Date occurs, on or before the date that is 120 days after the end of such Fiscal Year)), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal yearFiscal Year, and the related consolidated statements of operations and cash flows for such fiscal yearFiscal Year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, GAAP in all material respects and, in each case, except with respect to any such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material and its consolidated Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernconcern (other than any exception or qualification that is a result of (x) a current maturity date of any Indebtedness or (y) any actual or prospective default of a financial maintenance covenant), together in any event with a certificate all of such accounting firm stating that in the course of either which shall be (i) its regular audit certified by an Authorized Officer of the consolidated business Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the BorrowerBorrower and its consolidated Subsidiaries(or Holdings or an indirect parent of the Borrower and its consolidated Subsidiaries, which audit was conducted as the case may be) in accordance with U.S. generally accepted auditing standards or GAAP in all material respects, subject to changes resulting from audit, normal year-end audit adjustments and absence of footnotes and (ii) performing certain other procedures permitted accompanied by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofNarrative Report with respect thereto.

Annual Financial Statements. As soon as available and available, but in any event within 5 90 days after (or in the event that a request for an extension of the required filing date on which such financial statements are required to be filed for the Form 10-K with the SEC (after giving effect to of any permitted extensions) (or, if such Person whose consolidated financial statements are not required to be filed with include the SECfinancial results of the Borrower has been timely filed, on or before the date that is 90 days last day of such requested extension period, but in no event later than 105 days) after the end of each such fiscal year)Fiscal Year of Borrower, a copy of the consolidating and consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year and the related consolidating and consolidated statements of income and of cash flows for such year, and setting forth in each case in comparative form the related figures for the previous year and such consolidated statements shall be accompanied by a balance sheet as of operations such date, and a statement of income and cash flows for such fiscal yearperiod, setting forth comparative consolidated figures reflecting on a combined basis, for Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the preceding fiscal years (or, in lieu consolidating entries for each of such audited types of Subsidiaries; all such financial statements of the Borrower shall be complete and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower correct in all material respects and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and shall be prepared in accordance with GAAPGAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by the accountants preparing such statements or the Responsible Financial Officer, as the case may be, and disclosed therein) and, in each casethe case of the consolidated financial statements referred to in this Section 7.1(b), certified accompanied by a report thereon of Deloitte & Touche LLP or such other independent certified public accountants of recognized national standing whose opinion standing, which report shall not be qualified as to the scope of audit contain no “going concern” or as to the status of the Borrower like qualification or exception or any qualification and shall state that such financial statements present fairly the financial position of Borrower and its Subsidiaries as at the Material Subsidiaries (or group dates indicated and the results of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together their operations and cash flow for the periods indicated in any event conformity with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofGAAP.

Annual Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year) (120 days for the fiscal years of the Borrower ending December 31, 2018 and December 31, 2019), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries andas at the end of each fiscal year, if different, the Borrower and the Restricted Subsidiariesrelated consolidated income statements and cash flows for such fiscal year (it being understood and agreed that for the fiscal year ending December 31, in each case 2018, consolidated balance sheets as at the end of such fiscal year, and the related consolidated income statements of operations and cash flows for such fiscal year, shall be delivered by each of the Borrower and the Company on a standalone basis (prior to giving effect to the Transactions) and, in each case, prepared in accordance with GAAP and certified by and as set forth below in this Section 9.1(a)) and, starting with the fiscal year ending December 31, 2020, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by KPMG LLP or another independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernconcern (other than any qualification, together in any event that is expressly solely with a certificate of such accounting firm stating that in the course of either respect to, or expressly resulting solely from, (i) its regular audit of the consolidated business of the Borroweran upcoming maturity date under any Indebtedness, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standardsany actual or potential inability to satisfy a financial maintenance covenant at such time or on a future date or in a future period or (iii) the activities, such accounting firm has obtained no knowledge operations, financial results, assets or liabilities of any Event of Default relating to Section 10.9 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 thereofUnrestricted Subsidiary).

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or delivered to any permitted extensions) the holders of the Prepetition Senior Notes (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Prepetition Senior Notes, on or before the date that is 90 120 days after the end of each such fiscal year), (A) the consolidated balance sheets of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as (except with respect to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Government Business Subsidiary) as a going concern), together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and the Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 11 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, and (B) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (A), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole. The filing by Intelsat S.A. or any other direct or indirect parent entity of the Borrower of its Form 20-F or Form 10-K (or any successor or comparable forms) with the SEC as at the end of and for any fiscal year, reported on as aforesaid, shall be deemed to satisfy the obligations under the reporting portion of this paragraph with respect to such year so long as such filing includes (i) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (in the case of a Form 10-K) or an “Operating and Financial Review and Prospects” discussion (in the case of a Form 20-F) that includes a reasonably detailed analysis of the operating results and financial condition (considered separately from the other Subsidiaries of Intelsat S.A., where material) of the Borrower and its Subsidiaries; provided that such detailed analysis of the Borrower and its Subsidiaries shall not be required if Intelsat S.A.’s only material operations or assets in addition to the Borrower and its Subsidiaries includes one or more businesses, each of which discloses a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or an “Operating and Financial Review and Prospects” discussion for such companies or substantially similar disclosure required by a non-U.S. jurisdiction (considered separately from other Subsidiaries of Intelsat S.A.) publicly on or through the website of Intelsat S.A. or through the ▇▇▇▇▇ system and (ii) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (i), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole.

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different(i) Holdings, the Borrower and the Restricted Subsidiaries and (ii) Holdings and its Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of Holdings, the Borrower, the Canadian Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of Holdings, the Borrower, the Canadian Borrower and the Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 or 10.10 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof. The requirements of this Section 9.1(a) shall be satisfied by delivery of financial statements of Parent and its Subsidiaries which otherwise meet the requirements hereof and are accompanied by reconciliations for any difference between what is delivered hereunder and what would have been delivered by Holdings and its Subsidiaries pursuit to this Section 9.1(a).

Annual Financial Statements. As soon as available and in any event within 5 days Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 10.8 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.

Annual Financial Statements. (i) As soon as available, but in any event within 90 days (or such shorter period for the filing of the Crown Holdings’ Form 10-K as may be required by the SEC) after the end of each Fiscal Year of Crown Holdings (commencing with the Fiscal Year ended December 31, 2005), a copy of the annual audit report for such Fiscal Year for Crown Holdings and its Subsidiaries, including therein a consolidated balance sheet of Crown Holdings and its Subsidiaries as at the end of such Fiscal Year and consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Year (it being understood and agreed that the delivery of Crown Holdings’ 10-K (as filed with the SEC) shall satisfy such delivery requirements in this clause); (ii) as soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 105 days after the end of each such fiscal yearFiscal Year of Crown Holdings (commencing with the Fiscal Year ending December 31, 2005), the consolidated an unaudited consolidating balance sheets sheet of the Borrower Crown Holdings and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at of the end of such fiscal yearFiscal Year and consolidating statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Year, certified by a Financial Officer of Crown Holdings (it being understood and agreed that such financial statements need only break out (A) U.S. Borrower and its U.S. Subsidiaries (other than any Receivables Subsidiary and the related Insurance Subsidiary), on a consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years basis; (or, in lieu of such audited financial statements of the B) European Borrower and the Restricted SubsidiariesEuro Subsidiary Credit Parties, on a detailed reconciliationconsolidated basis; and (C) each Subsidiary of European Borrower that is not a Euro Subsidiary Credit Party, reflecting on a consolidated basis); All such financial information for the Borrower statements shall be complete and the Restricted Subsidiaries, on the one hand, correct in all material respects and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and shall be prepared in accordance with GAAPGAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by the accountants preparing such statements or the Chief Financial Officer, as the case may be, and disclosed therein) and, in each casethe case of the consolidated financial statements referred to in Section 7.1(b), certified shall be accompanied by a report thereon of independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrowerstanding, which audit was conducted report shall contain no Impermissible Qualifications and shall state that such financial statements present fairly the financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such financial statements has been made in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofGAAP.

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year (or, in the case of financial statements for the fiscal year ended December 31, 2007, on or before the date that is 120 days after the end of such fiscal year)), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, (i) except with respect to any such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material and its consolidated Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the Borrower and its consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standardsSubsidiaries, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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, (ii) certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or the Borrower and the Restricted Subsidiaries, as the case may be) in accordance with GAAP and (iii) accompanied by a Narrative Report with regard thereto.

Annual Financial Statements. As soon as available and in any event within 5 days For each quarterly accounting period after the date on which such Contribution Closing, WhiteWave shall use commercially reasonable efforts to comply with ▇▇▇▇ Foods’ standard financial reporting timeline for the provision of consolidated financial information and financial statements are required to be included in ▇▇▇▇ Foods’ Form 10-Q or other document to be filed with the SEC Such information and financial statements shall be provided for all periods required by the Exchange Act and regulations thereunder and shall be prepared in accordance with Article 10 of Regulation S-X and GAAP and shall include a discussion and analysis by management of the WhiteWave Group’s financial condition and results of operations for such fiscal periods prepared in accordance with Item 303(b) of Regulation S-K. The information set forth in (A) and (B) above is referred to in this Agreement as the “Annual Financial Statements.” In accordance with ▇▇▇▇ Foods’ standard financial reporting timeline, WhiteWave shall use commercially reasonable efforts to deliver to ▇▇▇▇ Foods the final form of the WhiteWave Annual Financial Statements and certifications thereof by the principal executive officer and the principal financial officer of WhiteWave in substantially the forms required under SEC rules for periodic reports and in form and substance satisfactory to ▇▇▇▇ Foods; provided, however, that WhiteWave may continue to revise such Annual Financial Statements prior to the filing thereof in order to make corrections, updates and changes which corrections, updates and changes shall (i) if substantive, be delivered by WhiteWave to ▇▇▇▇ Foods as soon as practicable, and in any event not less than twenty-four (24) hours prior to the filing of such Annual Financial Statements with the SEC and (ii) in all other cases, be delivered by WhiteWave to ▇▇▇▇ Foods as soon as practicable, and in any event, within eight (8) hours, after giving effect making any such corrections, updates or changes; provided, further, that ▇▇▇▇ Foods’ and WhiteWave’s financial Representatives shall actively consult with each other regarding any changes (whether or not substantive) which WhiteWave may consider making to its Annual Financial Statements and related disclosures prior to any permitted extensions) (oranticipated filing with the SEC, if such with particular focus on any changes that would have an effect upon ▇▇▇▇ Foods’ financial statements are or related disclosures. In addition to the foregoing, no Annual Financial Statement or any other document that refers, or contains information not required previously publicly disclosed with respect, to the ownership of WhiteWave by ▇▇▇▇ Foods, the separation of WhiteWave from ▇▇▇▇ Foods or the Distribution shall be filed with the SECSEC or otherwise made public by any WhiteWave Group Member without the prior written consent of ▇▇▇▇ Foods, on which shall not be unreasonably withheld, conditioned or before delayed. In any event, WhiteWave shall use commercially reasonable efforts to deliver to ▇▇▇▇ Foods, no later than five (5) days prior to the date that is 90 days after on which ▇▇▇▇ Foods has notified WhiteWave that ▇▇▇▇ Foods intends to file the end of each such fiscal year)▇▇▇▇ Foods annual financial statements with the SEC, the consolidated balance sheets final form of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified Annual Financial Statements accompanied by an opinion thereon by WhiteWave’s independent certified public accountants of recognized national standing whose opinion accountants. ▇▇▇▇ Foods and WhiteWave shall not be qualified as cooperate with each other and use commercially reasonable efforts to file their respective annual reports on the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofsame day.

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets sheet of the Borrower and the Subsidiaries and(i) Parent, if differentHoldings, the Borrower and the Restricted Subsidiaries and (ii) Parent, Holdings and its Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of Parent, Holdings, the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of Parent, Holdings, the BorrowerBorrower and the Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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. The requirements of this Section 9.1(a) shall be satisfied by delivery of financial statements of Parent and its Subsidiaries which otherwise meet the requirements hereof and are accompanied by reconciliations for any difference between what is delivered hereunder and what would have been delivered by Holdings and its Subsidiaries pursuant to this Section 9.1(a).

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is Not later than 90 days after the end close of each such fiscal year)year of the U.S. Borrower ending on or after December 31, 2018, the audited consolidated balance sheets of the U.S. Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, year and the related consolidated statements of operations, of stockholders’ equity and of cash flows for such fiscal year, in each case setting forth comparative figures for the preceding fiscal year, all in reasonable detail and accompanied by the opinion with respect to such consolidated financial statements of such independent public accountants of recognized national standing selected by the U.S. Borrower, which opinion shall be unqualified (other than in respect of Non-U.S. Subsidiaries of the U.S. Borrower, for which such accountants may rely on the audited financial statements of other accountants in a manner consistent with past practices), in each case which such financial statements (A) shall be certified by a Financial Officer that such accountants audited such consolidated financial statements in accordance with generally accepted auditing standards, that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the U.S. Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the consolidated results of their operations and cash flows for such fiscal yearyear in conformity with GAAP, setting forth comparative consolidated figures for the preceding fiscal years or (or, B) contain such statements as are customarily included in lieu unqualified reports of independent accountants. Any such audited financial statements of that are filed pursuant to and are accessible through the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared SEC’s ▇▇▇▇▇ system will be deemed to have been provided in accordance with GAAP, and, in this clause (a) so long as the Administrative Agent and each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status Lender have received notification of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofsame.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 Within 120 days after the end of each such fiscal yearyear (150 days in the case of the fiscal year ending December 31, 2014)), the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations operations, shareholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements) prepared in accordance with GAAP, and, in each caseexcept with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially qualified with any “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the occurrence of an upcoming maturity date of the Facility, any Senior Secured Term Loan Facility, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness (as defined in the Senior Secured Term Loan Facilities as in effect on the Closing Date) or (y) any prospective or actual default in any financial maintenance covenant, including the Leverage Ratio, on a future date or in a future period). Notwithstanding the foregoing, the obligations in this Section 9.1(a) may be satisfied with respect to financial information of the scope Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of audit any direct or as to the status indirect parent of the Borrower or any of (B) the Material Subsidiaries Borrower’s (or group any direct or indirect parent thereof), as applicable, filing of Subsidiaries that together would constitute a Material SubsidiaryForm 10-K with the SEC; provided that, with respect to each of clauses (A) as a going concernand (B), together in any event with a certificate of such accounting firm stating that in the course of either (i) to the extent such information relates to a Parent Entity, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Entity and its regular audit of consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated business of Subsidiaries and the BorrowerBorrower and its consolidated Restricted Subsidiaries on a standalone basis, which audit was conducted in accordance with U.S. generally accepted auditing standards or on the other hand and (ii) performing certain other procedures permitted by professional standardsto the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such accounting firm has obtained no knowledge materials are accompanied by an opinion of independent certified public accountants whose opinion shall not be materially qualified with any Event “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the occurrence of Default relating to Section 10.9 that has occurred and is continuing oran upcoming maturity date of the Facility, if any Senior Secured Term Loan Facility, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness (as defined in the opinion of such accounting firm such an Event of Default has occurred and is continuingSenior Secured Term Loan Facilities as in effect on the Closing Date) or (y) any prospective or actual default in any financial maintenance covenant, including the Leverage Ratio, on a statement as to the nature thereoffuture date or in a future period).

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC Within ninety (after giving effect to any permitted extensions90) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2019: (i) the annual report on Form 10-K for such fiscal year)Fiscal Year of the Borrower filed with the SEC together with a Financial Officer Certification with respect thereto and the delivery requirement of this clause (i) shall be deemed satisfied when such report is filed with the SEC; or (ii) if such annual reports are no longer filed with the SEC, at the Borrower’s option: (A) the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, Fiscal Year and the related consolidated statements of operations and stockholders’ equity and cash flows of the Borrower for such fiscal yearFiscal Year, setting forth in each case in comparative consolidated form the corresponding figures for the preceding fiscal years previous Fiscal Year, all in reasonable detail, or (or, in lieu of such audited B) the financial statements of the Borrower and its Subsidiaries provided to the Restricted Subsidiaries, a detailed reconciliation, reflecting Nevada Gaming Authorities for such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, andFiscal Year, in each case, certified by together with a Financial Officer Certification and a Narrative Report with respect thereto; and (iii) with respect to such financial statements specified in clause (i) or (ii) above, the Borrower shall also provide (A) accompanying consolidating information providing the consolidating balance sheet, statement of operations, statement of comprehensive income, and statement of cash flows with respect to the Credit Parties for such period together with a Financial Officer Certification with respect thereto and (B) a report thereof of Deloitte and Touche LLP or other independent certified public accountants accounting firm of recognized national standing whose opinion selected by the Borrower (which report shall be unqualified as to scope of audit and shall not be qualified as subject to the scope of audit any “going concern” or as to the status of the Borrower like qualification or exception or any of the Material Subsidiaries (qualification or group of Subsidiaries that together would constitute a Material Subsidiaryexception) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, and which audit was conducted shall be prepared in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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.

Annual Financial Statements. As soon as available and in any event within 5 days five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations operations, shareholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each caseexcept with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially qualified as to with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the scope of audit or as to the status occurrence of the Borrower Maturity Date within one year from the date such opinion is delivered or (y) any of potential inability to satisfy the Material Subsidiaries (Financial Performance Covenants on a future date or group of Subsidiaries that together would constitute in a Material Subsidiary) as a going concernfuture period), together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 the Financial Performance Covenants 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.

Annual Financial Statements. As soon as available and in any event within 5 not later than the earlier to occur of (x) the 90th day after the close of each fiscal year and (y) fifteen days after the date on by which such financial statements are the Borrower is required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed file its annual report on form 10-K with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets unqualified audited financial statements of the Borrower consisting of a consolidated and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case consolidating balance sheet as at of the end of such fiscal year, and the related consolidated statements of operations income, retained earnings and cash flows for such the fiscal year then ended, certified (subject to normal year, setting forth comparative consolidated figures for -end audit adjustments and without footnotes) by independent certified public accountants satisfactory to the preceding fiscal years (or, Administrative Agent as having been prepared in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), accordance with GAAP all in reasonable detail and prepared setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a letter of such accountants to the Administrative Agent and the Lenders substantially to the effect that, based upon their ordinary and customary examination of the affairs of the Loan Parties, performed in connection with the preparation of such consolidated financial statements, and in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall they are not be qualified as to the scope of audit or as to the status aware of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge existence of any Event of Default relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such condition or event which constitutes an Event of Default has occurred and is continuingor Potential Default or, a statement as to if they are aware of such condition or event, stating the nature thereof.

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years year, (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, GAAP and, in each caseexcept with respect to such reconciliation, certified by independent certified registered public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material and its consolidated Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernconcern or like qualification or exception (other than with respect to, together or resulting solely from either (x) any potential inability to satisfy the covenants in Section 10.9 or Section 10.10 on a future date or in a future period or (y) an upcoming Maturity Date under any Credit Facility occurring within one year from the time such opinion is delivered) together, in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 or 10.10 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 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity of Holdings) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-K filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), 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 (or such Parent Entity) and its consolidated Subsidiaries as a going concern or like qualification or exception or any qualification or exception as to the scope of such audit (other than with respect to, or resulting solely from either (x) any potential inability to satisfy the covenants in Section 10.9 or 10.10 on a future date or in a future period or (y) an upcoming Maturity Date under any Credit Facility occurring within one year from the time such opinion is delivered). In addition, together with the financial statements required pursuant to this Section 9.1(a), if the Borrower is no longer a public reporting company, the Borrower shall deliver a customary “management’s discussion and analysis of financial condition and results of operations” with respect to the periods covered by such financial statements.

Annual Financial Statements. As soon as available and in any event within 5 Within 100 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end close of each such fiscal year)year of the Borrower, the consolidated balance sheets of each of (A) the Borrower and the its Subsidiaries and, if different, and of (B) the Borrower and the its Restricted Subsidiaries, in each case as at the end of such fiscal yearyear and, and in each case, the related consolidated statements of operations income and retained earnings and of cash flows for such fiscal year, setting forth for such fiscal year, in comparative consolidated form, the corresponding figures for the preceding fiscal years (oryear and, in lieu the case of such audited financial statements of the figures with respect to the Borrower and its Restricted Subsidiaries the Restricted Subsidiaries, a detailed reconciliation, reflecting corresponding figures from the budget for such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the fiscal year delivered pursuant to Section 7.01(c); all of which shall be examined by Deloitte & Touche or such other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing as shall be acceptable to the Administrative Agent, whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower and its Subsidiaries or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) Borrower and its Restricted Subsidiaries, as the case may be, as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that which has occurred and is continuing has come to its attention or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, come to its attention a statement as to the nature thereofthereof (provided that in no event shall such accountants be liable as a result of this Agreement by reason of any failure to obtain knowledge of any Default or Event of Default that would not be disclosed in the course of their audit examination).

Annual Financial Statements. As soon as available and in any event within 5 days Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets of the Parent Borrower and the Subsidiaries and, if different, the Parent Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Parent Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Parent Borrower and the Restricted Subsidiaries, on the one hand, and the Parent Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Parent Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Parent Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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.

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and the Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 or 10.10 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof. Notwithstanding the foregoing, the obligations in this clause (a) may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Borrower’s or 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), to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each fiscal year (or, after an IPO, if later, such fiscal yearlater time as may be permitted for the filing of a 10-K under the Exchange Act), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the its Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations income and cash flows for such fiscal year, setting forth for each fiscal year comparative consolidated figures for the preceding fiscal years year (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all in reasonable detail and prepared in all material respects in accordance with GAAP, GAAP (except as otherwise disclosed in such financial statements) and, in each caseexcept with respect to any such reconciliation, certified reported on by independent certified registered public accountants of recognized national standing whose opinion shall not with an unmodified report by such independent registered public accountants without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any similar statement under any amended or successor rule as may be qualified adopted by the Auditing Standards Board from time to time) (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness, (2) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiaries or (3) any prospective breach of the Financial Performance Covenant (or in the case of any Term Loan Facility, any such breach)), and, for the avoidance of doubt, without modification as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernaudit, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 the Financial Performance Covenant 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 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity of Holdings), (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-K filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements shall be determined in accordance with IFRS; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials shall be reported on by an independent registered public accounting firm of recognized national standing, with an unmodified report by such independent registered public accountants without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any similar statement under any amended or successor rule as may be adopted by the Auditing Standards Board from time to time) (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness, (2) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiaries or (3) any prospective breach of the Financial Performance Covenant (or in the case of any Term Loan Facility, any such breach)) (it being understood that there shall be no obligation to audit any such consolidating information), and, for the avoidance of doubt, without modification as to the scope of audit.

Annual Financial Statements. As soon as available and in any no event within 5 more than 100 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end close of each such fiscal year)year of the Borrower, (i) the consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, year and the related consolidated statements of operations income and retained earnings and of cash flows for such fiscal year, in each case setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by KPMG Peat Marwick LLP or such other independent certified public accountants of recognized national standing whose opinion as shall not be qualified as reasonably acceptable to the scope of audit or as Administrative Agent, in each case to the status effect that such statements fairly present in all material respects the financial condition of the Borrower or any and its Subsidiaries as of the Material Subsidiaries (or group dates indicated and the results of Subsidiaries that together would constitute a Material Subsidiary) as a going concerntheir operations and cash flows, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that which has occurred and is continuing has come to their attention insofar as such Default or Event of Default relates to financial and accounting matters or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, come to their attention a statement as to the nature thereofthereof and (ii) management's discussion and analysis of the important operational and financial developments during such fiscal year; it being understood that (x) the foregoing accountant's opinion shall not be qualified or limited because of a restricted or limited examination by the independent certified public accountants of any material portion of the Borrower's or any Subsidiaries' records and (y) if the Borrower's annual report filed on Form 10K with the SEC contains the information and the report required above, delivery of such 10K shall be sufficient for purposes of satisfying the requirements of this Section 7.01(c).

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or delivered to any permitted extensions) the holders of the Senior Notes (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Senior Notes, on or before the date that is 90 120 days after the end of each such fiscal year), (A) the consolidated balance sheets of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit (except with respect to any Government Business Subsidiary) or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and the Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 11 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, and (B) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (A), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole. The filing by Intelsat S.A. or any other direct or indirect parent entity of the Borrower of its Form 20-F or Form 10-K (or any successor or comparable forms) with the SEC as at the end of and for any fiscal year, reported on as aforesaid, shall be deemed to satisfy the obligations under the reporting portion of this paragraph with respect to such year so long as such filing includes (i) a consolidating footnote setting forth the consolidated balance sheets of the Borrower and the Subsidiaries as at the end of such fiscal year, and the related consolidated statement of operations and cash flows for such fiscal year, (ii) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (in the case of a Form 10-K) or an “Operating and Financial Review and Prospects” discussion (in the case of a Form 20-F) that includes a reasonably detailed analysis of the operating results and financial condition (considered separately from the other Subsidiaries of Intelsat S.A., where material) of the Borrower and its Subsidiaries; provided that such detailed analysis of the Borrower and its Subsidiaries shall not be required if Intelsat S.A.’s only material operations or assets in addition to the Borrower and its Subsidiaries includes one or more businesses, each of which discloses a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or an “Operating and Financial Review and Prospects” discussion for such companies or substantially similar disclosure required by a non-U.S. jurisdiction (considered separately from other Subsidiaries of Intelsat S.A.) publicly on or through the website of Intelsat S.A. or through the ▇▇▇▇▇ system and (iii) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clauses (i) and (ii), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole.

Annual Financial Statements. As soon as available and in any event within 5 135 days after of the date on which such financial statements are required to be filed with end of the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 2010 fiscal year and 120 days after the end of each such fiscal year), the consolidated balance sheets year thereafter of the Borrower Loan Parties, (i) financial statements of each Loan Party consisting of a consolidated and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case consolidating balance sheet as at of the end of such fiscal year, and the related consolidated and consolidating statements of operations income, stockholders’ equity and cash flows for such the fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year then ended, all in reasonable detail and prepared setting forth in accordance with GAAPcomparative form the financial statements as of the end of and for the preceding fiscal year, and, in each casewith respect to the consolidated financial statements, certified by Ernst & Young or another independent certified public accountants reasonably satisfactory to the Administrative Agent and delivered together with any management letters of recognized national standing whose opinion such accountants addressed to any Borrower. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not be qualified as to indicate the scope occurrence or existence of audit any event, condition or as to contingency which would materially impair the status prospect of the Borrower payment or performance of any covenant, agreement or duty of any Loan Party under any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards Loan Documents or (ii) performing certain in lieu of the foregoing, upon the occurrence of the AE Equity Offering and the Elk Creek Equity Offering (in which case the annual financial statements will no longer be audited for all Loan Parties on a consolidated basis), (1) financial statements of ▇▇▇▇▇▇▇▇▇ Energy, Inc. and its Subsidiaries consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated and consolidating statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and, and, with respect to the consolidated financial statements, certified by Ernst & Young or another independent certified public accountants reasonably satisfactory to the Administrative Agent and delivered together with any management letters of such accountants addressed to any Borrower; (2) financial statements of Elk Creek L.P. and its Subsidiaries consisting of a consolidated and consolidating balance sheet as of the end of such fiscal year, and related consolidated and consolidating statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and, and, with respect to the consolidated financial statements, certified by Ernst & Young or another independent certified public accountants reasonably satisfactory to the Administrative Agent and delivered together with any management letters of such accountants addressed to any Borrower (and such certificate or report of accountants referred to in item (1) and (2), above, shall be free of qualifications (other procedures permitted by professional standards, than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accounting firm has obtained no knowledge accountants concur) and shall not indicate the occurrence or existence of any Event event, condition or contingency which would materially impair the prospect of Default relating to Section 10.9 that has occurred payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents); and is continuing or(3) combined financial statements of ▇▇▇▇▇▇▇▇▇ Energy, if in Inc. and its Subsidiaries and Elk Creek L.P. and its Subsidiaries, consisting of combined balance sheet of ▇▇▇▇▇▇▇▇▇ Energy, Inc. and its Subsidiaries and Elk Creek L.P. and its Subsidiariesas, of the opinion end of such accounting firm such an Event fiscal year, and related combined statements of Default has occurred income, stockholders’ equity and is continuingcash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year; provided that there shall be separate columns (all in reasonable detail, certified by the authorized officers subject to normal year-end audit adjustments and presented in a statement similar fashion as if the financial statements were audited) for (w) ▇▇▇▇▇▇▇▇▇ Energy, Inc. and its Subsidiaries, (x) Elk Creek L.P. and its Subsidiaries, (y) affiliate elimination entries and (z) a column representing the combined sum of items (w) and (x) taking into account the affiliate elimination entries described in item (y), above; provided further that the Loan Parties shall be required to deliver a formal auditor’s report in connection with the combined financial statements in form and substance acceptable to the nature thereofAdministrative Agent, to be performed by an independent auditor acceptable to the Administrative Agent (the “Auditor’s Report”). The Auditor’s Report shall set forth the agreed upon procedures, acceptable in to the Administrative Agent, and the type and extent of such agreed upon procedures performed shall be acceptable to the Administrative Agent.”

Annual Financial Statements. As soon as available and in any event within 5 days after On or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 100 days after the end of each such fiscal yearFiscal Year (or, in the case of financial statements for the Fiscal Year during which the Closing Date occurs, on or before the date that is 120 days after the end of such Fiscal Year)) (or, in each case, such later time as may be agreed by the Administrative Agent in its reasonable discretion), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal yearFiscal Year, and the related consolidated statements of operations and cash flows for such fiscal yearFiscal Year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, GAAP in all material respects and, in each case, except with respect to any such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower and its consolidated Subsidiaries as a going concern (other than any exception or qualification that is a result of (x) a current maturity date of any Indebtedness or (y) any actual or prospective default of a financial maintenance covenant), all of which shall be (i) certified by an Authorized Officer of the Material Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit direct or an indirect parent of the Borrower and its consolidated business of Subsidiaries, as the Borrower, which audit was conducted case may be) in accordance with U.S. generally accepted auditing standards or GAAP in all material respects, subject to changes resulting from audit, normal year-end audit adjustments and absence of footnotes and (ii) performing certain other procedures permitted accompanied by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofNarrative Report with respect thereto.

Annual Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations operations, shareholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each caseexcept with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially qualified as to with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the scope of audit or as to the status occurrence of the Borrower Maturity Date within one year from the date such opinion is delivered or (y) any of potential inability to satisfy the Material Subsidiaries (Financial Performance Covenants on a future date or group of Subsidiaries that together would constitute in a Material Subsidiary) as a going concernfuture period), together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 the Financial Performance Covenants 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.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on On or before the date that is 90 120 days after the end of each such fiscal year), commencing with the fiscal year ending March 31, 2017, the consolidated balance sheets of the Borrower and the Subsidiaries and, if differentHoldings, the Borrower and the Restricted Subsidiaries, in each case its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations and cash flows for such fiscal year, and setting forth comparative consolidated figures for the preceding prior fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all in reasonable detail and prepared in accordance with GAAPIFRS, and, in each case, certified by Deloitte, LLP or independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Restricted Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernconcern (other than any exception, together in any event explanatory paragraph or qualification, that is expressly solely with a certificate of such accounting firm stating that in the course of either respect to, or expressly resulting solely from, (i) its regular audit an upcoming maturity date under any Indebtedness of the consolidated business of Borrower and its Restricted Subsidiaries occurring within one year from the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards time such opinion is delivered or (ii) performing certain other procedures permitted by professional standardsany prospective or actual default of a financial maintenance covenant), together with a narrative providing a summary description of the highlights of results of operations of the Borrower and its Restricted Subsidiaries for such accounting firm has obtained no knowledge fiscal year commencing with the quarter ending March 31, 2017; provided, that if at the end of any Event applicable fiscal year there are any Unrestricted Subsidiaries, the Borrower shall also furnish the related consolidating balance sheets of Default relating to Section 10.9 that has occurred the Borrower and is continuing or, if in its Restricted Subsidiaries as at the opinion end of such accounting firm fiscal year, and the related consolidating statements of income or operations and cash flows for such an Event fiscal year, in each case, reflecting the adjustments necessary to eliminate such Unrestricted Subsidiaries from the consolidated balance sheets of Default has occurred the Borrower and is continuingits Restricted Subsidiaries as at the end of such fiscal year, a statement as and the related consolidated statements of income or operations and cash flows for such fiscal year; provided, further, that no consolidating financial statements provided pursuant to the nature thereofimmediately preceding proviso shall be required to be audited.

Annual Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each caseexcept with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernmaterially qualified, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 the Financial Performance Covenants 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 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials are accompanied by an opinion of an independent registered public accounting firm of recognized national standing, which opinion shall not be materially qualified.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 95 days after the end of each fiscal year of the Borrower (or following the Parent MLP IPO, the Parent MLP), the audited consolidated balance sheets, statements of income, partners’ capital, and cash flow of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Consolidated Subsidiaries for such fiscal year), and the related consolidated balance sheets of the Borrower and (or following the Subsidiaries and, if differentParent MLP IPO, the Borrower Parent MLP) and the Restricted Subsidiaries, in each case its Consolidated Subsidiaries as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth in each case in comparative consolidated form the corresponding figures for the preceding fiscal years (oryear, in lieu of such audited financial together with separate unaudited consolidated statements of for the Borrower (or following the Parent MLP IPO, the Parent MLP) and the Restricted Subsidiaries, a detailed reconciliationand accompanied by the related opinion of BDO USA, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the LLP or any other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose reasonably acceptable to the Administrative Agent which opinion shall state that said financial statements fairly present, in all material respects, the consolidated financial condition and results of operations of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Consolidated Subsidiaries as at the end of, and for, such fiscal year and that such financial statements have been prepared in accordance with GAAP except for such changes in such principles with which the independent public accountants shall have concurred and such opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute contain a Material Subsidiary) as a “going concern” or like qualification or exception, together in any event with and a certificate of such accounting firm accountants stating that that, in making the course of either (i) its regular audit of the consolidated business of the Borrowerexamination necessary for their opinion, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has they obtained no knowledge knowledge, except as specifically stated, of any Event of Default relating to Section 10.9 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 thereofDefault.

Annual Financial Statements. As (i) At all times prior to the first date that the Borrower is in Reporting Compliance, as soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC ninety (after giving effect to any permitted extensions90) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each fiscal year of the Borrower ending after the Closing Date, (a) copies of the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for such fiscal year, and the related unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, and, to the extent available, setting forth in comparative form (both in Dollar and percentage terms) the figures for the immediately preceding fiscal year and against the then-current Budget for such fiscal year, together with a management discussion and analysis (with reasonable detail and specificity) of the results of operations for such fiscal year and (b) a statement of Consolidated Adjusted EBITDA for such fiscal year, including in comparative form (both in Dollar and percentage terms) Consolidated Adjusted EBITDA for such fiscal year against the then-current income statement set forth in the Budget and for the same year-to-date period in the immediately preceding fiscal year. (ii) At all times after the first date that the Borrower is in Reporting Compliance, as soon as available and in any event within three (3) days after the earlier of (x) the date the Borrower is required to file or (y) the date the Borrower has filed its Form 10-K under the Exchange Act (but in no event later than one hundred (100) days after the end of each fiscal year of the Borrower), (a) copies of the consolidated balance sheets of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of for such fiscal year, and the related consolidated statements of operations income and cash flows of the Borrower and its Subsidiaries for such fiscal year, and, to the extent available, setting forth in comparative consolidated form (both in Dollar and percentage terms) the figures for the immediately preceding fiscal years (oryear and against the then-current Budget for such fiscal year, in lieu of such consolidated statements audited financial statements of the Borrower and the Restricted Subsidiariescertified without “going concern” or other qualification, a detailed reconciliation, reflecting such financial information for the Borrower exception or assumption and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified without qualification or assumption as to the scope of such audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or GAAP (iiexcept for any such qualification pertaining to the maturity of the any loan occurring within twelve (12) performing certain other procedures permitted months of the relevant audit), by professional standards, such an independent public accounting firm has obtained no knowledge of nationally recognized standing reasonably acceptable to the Administrative Agent (with any Event nationally recognized accounting firm being acceptable), together with a management discussion and analysis (with reasonable detail and specificity) of Default relating to Section 10.9 that has occurred the results of operations for the fiscal periods reported and is continuing or(b) a statement of Consolidated Adjusted EBITDA for such fiscal year, if including in comparative form (both in Dollar and percentage terms) Consolidated Adjusted EBITDA for such fiscal year against the then-current income statement set forth in the opinion of such accounting firm such an Event of Default has occurred Budget and is continuing, a statement as to for the nature thereofsame year-to-date period in the immediately preceding fiscal year.

Annual Financial Statements. As soon as available Within the earlier of (i) one hundred twenty (120) days after the end of each such fiscal year and in any event within 5 (ii) five (5) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations operations, shareholders’ equity and cash flows and a customary “management’s discussion and analysis” section for such fiscal year, year setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements) prepared in accordance with GAAP, and, in each caseexcept with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially qualified as to the with a scope of audit or as “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the occurrence of an impending maturity date of any Indebtedness, (y) any actual or potential inability to satisfy a financial maintenance covenant, including the status Financial Performance Covenants or (z) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary). Notwithstanding the foregoing, the obligations in this Section 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any Parent Entity of the Borrower or any of (B) the Material Subsidiaries Borrower’s (or group any Parent Entity thereof), as applicable, filing of Subsidiaries that together would constitute a Material SubsidiaryForm 10-K with the SEC; provided that, with respect to each of clauses (A) as a going concernand (B), together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of to the consolidated business extent such information relates to a Parent Entity of the Borrower, which audit was conducted if and for so long as such Parent Entity has Independent Assets and Operations, such information is accompanied by consolidating information that explains in accordance with U.S. generally accepted auditing standards or reasonable detail the differences between the information relating to such Parent Entity and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand and (ii) performing certain other procedures permitted by professional standardsto the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials are accompanied by an opinion of an independent registered public accounting firm has obtained no knowledge of recognized national standing, which opinion shall not be materially qualified with a scope of audit or “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the occurrence of an impending maturity date of any Event Indebtedness, (y) any actual or potential inability to satisfy a financial maintenance covenant, including the Financial Performance Covenants or (z) the activities, operations, financial results, assets or liabilities of Default relating to Section 10.9 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 thereofany Unrestricted Subsidiary).

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets sheet of (x) the Borrower and the its consolidated Subsidiaries and, and (y) if different, the Borrower and the Restricted Subsidiaries (provided, however, that the Borrower shall be under no obligation to deliver the consolidated financial statements described in sub-clause (y) if the Consolidated Total Assets and the Consolidated EBITDA of the Borrower and its consolidated Subsidiaries (which Consolidated Total Assets and Consolidated EBITDA shall be calculated in accordance with the definitions of such terms, but determined based on the financial information of the Borrower and its consolidated Subsidiaries, and not the financial information of the Borrower and its Restricted Subsidiaries) do not differ from the Consolidated Total Assets and the Consolidated EBITDA, respectively, of the Borrower and its Restricted Subsidiaries by more than 2.5%), in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, unless the consolidated financial statements described in sub-clause (y) are not required to be delivered pursuant to the immediately preceding proviso, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, (i) except with respect to any such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status audit, (ii) certified by an Authorized Officer of the Borrower or any as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Material Borrower and its consolidated Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiarythe Borrower and the Restricted Subsidiaries, as the case may be) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or GAAP and (iiiii) performing certain other procedures permitted accompanied by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofNarrative Report with regard thereto.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year (or in the case of financial statements for the fiscal year ended December 31, 2007, on or before the date that is 120 days after the end of such fiscal year), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years year (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, GAAP and, in each caseexcept with respect to such reconciliation, certified by independent certified registered public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material and its consolidated Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standardsGAAP, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 10.11 (if such covenant is required to be computed at such time) 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 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Borrower’s or 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), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), 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 (or such parent) and its consolidated Subsidiaries as a going concern.

Annual Financial Statements. As soon as available and in any event within 5 on or before the date that is five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) or delivered to the holders of any Existing Notes or Permitted Additional Debt (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of any Existing Notes or Permitted Additional Debt, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets sheet of (i) the Borrower and its Restricted Subsidiaries and (ii) the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years year (or, in lieu of such audited financial statements of the Borrower and the its Restricted Subsidiaries, (a) a detailed reconciliation, reconciliation reflecting such financial information for the Borrower and the its Restricted Subsidiaries, on the one hand, and the Borrower and the its Subsidiaries, on the other handhand or (b) unaudited financial statements of the Borrower and its Restricted Subsidiaries certified by an Authorized Officer of the Borrower), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year (or, in the case of financial statements for the fiscal year ended December 31, 2007, on or before the date that is 120 days after the end of such fiscal year), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years year (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, GAAP and, in each caseexcept with respect to such reconciliation, certified by independent certified registered public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material and its consolidated Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standardsGAAP, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 9.11 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 8.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Borrower’s or 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), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 8.1(a), 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 (or such parent) and its consolidated Subsidiaries as a going concern.

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all in reasonable detail and prepared in accordance with GAAP, GAAP and, in each caseexcept with respect to such reconciliation, certified by independent certified registered public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material and its consolidated Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernconcern or like qualification or exception (other than with respect to, together or resulting solely from (x) any potential inability to satisfy the covenants in Section 10.9 or Section 10.10 on a future date or in a future period, (y) with respect to the Term Loans, an actual inability to satisfy the covenants in Section 10.9 or Section 10.10 or (z) an upcoming maturity of any Credit Facility or Permitted Additional Debt occurring within one year from the time such opinion is delivered) together, in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 or 10.10 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 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity of Holdings) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-K filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or such Parent Entity), if and for so long as Holdings (or such Parent Entity) shall have more than de minimis operations separate and apart from its ownership in the Borrower and the Borrower’s Subsidiaries, then the financial statements shall be accompanied by selected financial metrics (in the Borrower’s sole discretion and which need not be audited) that show the differences between the information relating to Holdings (or such Parent Entity) and any of its Subsidiaries other than the Borrower and the Borrower’s Subsidiaries, on the one hand, and the information relating to the Borrower and the Borrower’s Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), 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 (or such Parent Entity) and its consolidated Subsidiaries as a going concern or like qualification or exception or any qualification or exception as to the scope of such audit (other than with respect to, or resulting solely from (x) any potential inability to satisfy the covenants in Section 10.9 or Section 10.10 on a future date or in a future period, (y) with respect to the Term Loans, an actual inability to satisfy the covenants in Section 10.9 or Section 10.10 or (z) an upcoming maturity of any Credit Facility or Permitted Additional Debt occurring within one year from the time such opinion is delivered). In addition, together with the financial statements required pursuant to this Section 9.1(a), if the Borrower is no longer a public reporting company, the Borrower shall deliver a customary “management’s discussion and analysis of financial condition and results of operations” with respect to the periods covered by such financial statements.

Annual Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC ninety (after giving effect to any permitted extensions90) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each fiscal year of Parent (or such fiscal yearearlier date on which Parent is required to file a Form 10-K under the Exchange Act, as applicable), beginning with the fiscal year ending December 31, 2021, a consolidated balance sheets sheet of the Borrower Parent and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at of the end of such fiscal year, and the related consolidated statements of operations and income, cash flows and stockholders’ equity for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAPApplicable Accounting Standards, and, in each case, certified with such consolidated financial statements to be audited and accompanied by (i) a report and opinion of Parent’s independent certified public accountants accounting firm of recognized national standing whose (which report and opinion shall be prepared in accordance with Applicable Accounting Standards and shall not be qualified subject to any qualification as to the “going concern” or scope of audit or audit), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Parent and its Subsidiaries as to the status of the Borrower or any of dates and for the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted periods specified in accordance with U.S. generally accepted auditing standards or Applicable Accounting Standards, and (ii) performing certain other procedures permitted by professional standardsif and only if Parent is required to comply with the internal control provisions pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 requiring an attestation report of such independent certified public accounting firm, an attestation report of such independent certified public accounting firm has obtained no knowledge of any Event of Default relating as to Parent’s internal controls pursuant to Section 10.9 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 attesting to management’s assessment that has occurred and is continuing orsuch internal controls meet the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided, if in the opinion however, that Borrower shall be deemed to have made such delivery of such accounting firm consolidated financial statements if such an Event of Default has occurred and is continuing, a statement as to consolidated financial statements shall have been made available within the nature thereof.time period specified above on the SEC’s ▇▇▇▇▇ system (or any successor system adopted by the SEC);

Annual Financial Statements. (a) As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year)year of the Loan Parties, annual unaudited financial statements of the Loan Parties, together with any Excluded Subsidiaries, the aggregate Consolidated EBITDA of which Excluded Subsidiaries does not exceed (i) $2,000,000 for each such Excluded Subsidiary and (ii) $12,500,000 for all such Excluded Subsidiaries in the aggregate, consisting of a consolidated and consolidating balance sheets sheet as of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated and consolidating statements of operations and cash flows for such the fiscal year, setting forth comparative consolidated figures year then ended and as of and for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all in reasonable detail and setting forth in comparative form the financial statements as of the end of and for the preceding fiscal year, and certified by an Authorized Officer of the Borrowers as having been prepared in accordance with GAAP, andconsistently applied, except for any change in accounting principles required by GAAP. (b) As soon as available and in any event within 90 days after the end of each casefiscal year of Steel, annual audited financial statements of Steel consisting of a consolidated balance sheet as of the end of such fiscal year, and related consolidated statements of operations and comprehensive income, equity holders’ equity and cash flows for the fiscal year then ended and as of any for the preceding fiscal year, all in reasonable detail and certified by independent certified public accountants of nationally recognized national standing whose opinion reasonably satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not be qualified as to indicate the scope occurrence or existence of audit any event, condition or as to contingency which would materially impair the status prospect of the Borrower payment or performance of any covenant, agreement or duty of any Loan Party under any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with Loan Documents. The Borrowers shall deliver a certificate of with such accounting firm stating that in financial statements showing the course of either (ibridge between the financial statements delivered pursuant to this Section 8.3.2(b) its regular audit of and the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating financial statements delivered pursuant to Section 10.9 that has occurred and is continuing or8.3.2(a), if with such analysis validated by an independent third party, in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as manner agreed to the nature thereofby Administrative Agent.

Annual Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed in accordance with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are then applicable law and not required to be filed with the SEC, on or before the date that is later than 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2022, its audited consolidated balance sheet and related statements of operations, members’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing or otherwise acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than a “going concern” or other qualification or exception that results solely from (i) the Maturity Date or the maturity date of any other Debt being scheduled to occur within one year from the time such opinion is delivered, (ii) any potential inability to satisfy any financial covenant in this Agreement or in any other documentation governing Debt permitted under Section 9.02 on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), ) to the effect that such consolidated balance sheets financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05). Notwithstanding the Subsidiaries and, if differentforegoing, the Borrower and obligations set forth in this Section 8.01(a) may be satisfied with respect to the Restricted Subsidiaries, in each case as at the end delivery of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and its Consolidated Restricted Subsidiaries by furnishing to the Restricted SubsidiariesAdministrative Agent and each Lender: (A) the Parent’s audited consolidated balance sheet and related statements of operations, partners’ equity and cash flows as of the end of and for such year, setting forth in each case, where available, in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing or otherwise acceptable to the Administrative Agent (without a detailed reconciliation“going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than a “going concern” or other qualification or exception that results solely from (A) (i) the Maturity Date or the maturity date of any other Debt permitted under Section 9.02 being scheduled to occur within one year from the time such opinion is delivered, reflecting (ii) any potential inability to satisfy any financial covenant in this Agreement or in any other documentation governing Debt permitted under Section 9.02 on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of such Person and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05) and (B) concurrently with the financial information for required by this clause (a), consolidating information that explains in reasonable detail the Borrower differences between the information relating to the Parent and the Restricted its Consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and the its Consolidated Restricted Subsidiaries, on the other hand. For the purpose of determining EBITDA of the Parent and its Consolidated Restricted Subsidiaries pursuant to this Section 8.01(a), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as reference to the scope Borrower and its Consolidated Restricted Subsidiaries or the Borrower and/or its Restricted Subsidiaries in the definition of audit or as EBITDA and in the definition of Consolidated Net Income shall be deemed to be a reference to the status of the Borrower Parent and its Consolidated Subsidiaries or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofParent and/or its subsidiaries, as the case may be.

Annual Financial Statements. As soon as available and in any event Tenant shall deliver to Landlord within 5 days after the date on which such financial statements are required to be filed with the SEC seventy-five (after giving effect to any permitted extensions75) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year)Fiscal Year, a profit and loss statement, balance sheet and statement of cash flow certified by an independent certified public accountant who is actively engaged in the consolidated balance sheets practice of his profession and who is acceptable to Landlord in Landlord’s reasonable discretion or, as provided for below, by the Chief Financial Officer of Tenant (which statement shall also be certified by an officer, partner or member in Tenant) showing results from the operation of the Borrower Leased Property during such Fiscal Year, including without limitation, an accounting of the calculation of amounts paid into the Reserve and reasons for material variations from the Subsidiaries andapproved budget for such year. The aforesaid financial statements shall be accompanied by an Officer’s Certificate which, if differentfor purposes hereof shall mean a Certificate of the Chief Executive Officer or the Chief Financial Officer of Tenant (which Certificate shall also be certified by another officer of Tenant or Tenant’s general partner, managing member or manager, as applicable) in which such Officer shall certify to the Borrower and the Restricted Subsidiaries, in each case as at the end best of such fiscal year, and the related consolidated Officer’s knowledge (a) that such statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and have been properly prepared in accordance with GAAPGAAP and are true, and, correct and complete in each case, certified by independent certified public accountants all material respects and fairly present the consolidated financial condition of recognized national standing whose opinion shall not be qualified Tenant at and as to the scope of audit or as to the status of the Borrower or any dates thereof and the results of its operations for the Material Subsidiaries period covered thereby, and (or group of Subsidiaries b) that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such an Event of Default has occurred and is continuingcontinuing hereunder. Tenant shall also deliver to Landlord at any time and from time to time, upon not less than twenty (20) days notice from Landlord, any financial statements or other financial reporting information required to be filed by Landlord with the SEC or any other governmental authority or required pursuant to any order issued by any Governmental Agencies or arbitrator in any litigation to which Landlord is a statement as party for purposes of compliance therewith. Notwithstanding the foregoing, in the event that Tenant’s financial records are not otherwise being reviewed or audited by an independent certified public accountant then Landlord will accept financial statements certified true and correct by the Chief Financial Officer of Tenant (or of Tenant’s general partner). In connection with Landlord’s responsibility to maintain effective internal controls over financial reporting and the requirements for complying with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Tenant hereby agrees to provide reasonable access to the nature thereofLeased Property, including the Leased Property’s books and records, and reasonable assistance necessary to Landlord that will allow Landlord to conduct activities necessary to satisfy such responsibilities, including, but not limited to, the activities stipulated by the Public Company Accounting Oversight Board in its release 2004-1, or other similarly promulgated guidance by other regulatory agencies. Landlord agrees to provide Tenant with appropriate notice regarding the conduct of activities anticipated in this provision. Tenant agrees to provide, at Landlord’s request, evidence of Tenant’s documented policies, if any, regarding “whistle-blower” procedures and regarding the reporting of fraud or misstatements involving financial reporting.

Annual Financial Statements. As soon as available and in any event within 5 available, but no later than ninety days after the date on which last day of each fiscal year of EDS (or, if earlier, not later than forty-eight hours following when such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), audited Financial Statements as of, and for the consolidated balance sheets of the Borrower and the Subsidiaries andyear ended on, if different, the Borrower and the Restricted Subsidiariessuch last day, in each case as at setting forth, in comparative form, the end of such corresponding figures for the previous fiscal year, and accompanied by (i) the related consolidated statements opinion of operations and cash flows for independent certified public accountants, without qualification, that such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and Financial Statements were prepared in accordance with GAAP, andconsistently applied, and present fairly in each case, certified by independent certified public accountants all material respects the financial condition and results of recognized national standing whose opinion shall not be qualified operations of EDS and its consolidated Subsidiaries as to the scope of audit or as to the status of the Borrower or any of date specified therein, and for the Material Subsidiaries fiscal year then ended, (or group of Subsidiaries that together would constitute a Material Subsidiaryii) as a going concern, together in any event with a certificate of such the accounting firm that reported on such Financial Statements stating whether they obtained knowledge during the course of their examination of such Financial Statements of any Default or Potential Default (which certificate may be limited to the extent required by accounting rules or guidelines) and (iii) a certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of EDS, which certificate shall (A) state (1) that to the best of his or her knowledge, EDS, the other Borrowers and the Subsidiary Guarantors have fulfilled all of their respective obligations under the Loan Documents, (2) whether a Potential Default has occurred and, if a Potential Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (3) whether any change in GAAP or in the application thereof that would result in any change in any Financial Statements has occurred since the date of the audited financial statements referred to in Section 6.1(d) and, if any such change has occurred, specifying, to the extent known, the effect of such change on the financial statements accompanying such certificate or, to the extent the effect of such change is not known, the reasons such effect is not known, provided that in the course event the effect of either any such change is not specified in such certificate, EDS shall cause to be delivered to the Administrative Agent promptly following the effect of such change becoming known, a certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of EDS, which certificate shall specify such effect, and (iB) its regular audit set forth in reasonable detail the then-current calculation of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofFinancial Covenants.

Annual Financial Statements. As soon as available and available, but in any no event within 5 later than ninety (90) days after (or such additional number of days, not to exceed five (5), by which the date on which such required filing of financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with is automatically extended under the SEC, on or before the date that is 90 days ’s filing requirements) after the end of each such fiscal year), any Fiscal Year of Borrower occurring during the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited term hereof annual financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and its consolidated Subsidiaries prepared in accordance with GAAP, and, in each case, certified GAAP consistently applied which shall: (a) be audited by independent certified public accountants selected by Borrower which are reasonably acceptable to CoBank; (b) be accompanied by a report of recognized national standing whose such accountants containing an opinion shall not reasonably acceptable to CoBank; (c) be qualified accompanied by a Compliance Certificate; (d) be prepared in reasonable detail and in comparative form; and (e) include a balance sheet, an income statement, a statement of cash flows, a statement of retained earnings, and all notes and schedules relating thereto, and such other information as CoBank may reasonably request from time to time. In addition to any other information requested by CoBank pursuant to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernpreceding sentence, together in any event with each delivery of financial statements required by this Subsection, Borrower will deliver to CoBank a certificate of such accounting firm stating that accountants (substantially in the course of either (i) its regular audit form of the consolidated business September 6, 2002 letter from KPMG, LLP delivered to Borrower’s Board of Directors and covering the Borroweraforementioned subjects) stating that, which in making the audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standardsnecessary to the certification of such financial statements, such accounting firm has they have obtained no knowledge of any Event of Default relating to Section 10.9 that has occurred and is continuing or Potential Default, or, if in the opinion of such accounting firm such an any Event of Default has occurred and is continuingor Potential Default exists, a statement as to specifying the nature and period of existence thereof. Such accountants, however, shall not be liable to CoBank or any other Person by reason of their failure to obtain knowledge of any Event of Default or Potential Default that would not be disclosed in the course of an audit conducted in accordance with generally accepted auditing standards.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 95 days after the end of each such fiscal year), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or a group of Subsidiaries that together would constitute a Material Subsidiary) as to a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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.

Annual Financial Statements. As soon as available and in any event within 5 Within five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 120 days after the end of each such fiscal year), the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations operations, shareholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements) prepared in accordance with GAAP, and, in each caseexcept with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially qualified as to with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the scope of audit or as to the status occurrence of the Borrower Maturity Date within one year from the date such opinion is delivered or (y) any of potential inability to satisfy the Material Subsidiaries (Financial Performance Covenant on a future date or group of Subsidiaries that together would constitute in a Material Subsidiary) as a going concernfuture period), together in any event event, if the accounting firm is not restricted from providing such a certificate by its policies, with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 the Financial Performance Covenant 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 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a Parent Entity of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Entity and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials are accompanied by an opinion of an independent registered public accounting firm of recognized national standing, which opinion shall not be materially qualified with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the occurrence of the Maturity Date within one year from the date such opinion is delivered or (y) any potential inability to satisfy the Financial Performance Covenant on a future date or in a future period).

Annual Financial Statements. As soon as available and in any event within 5 days five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations operations, equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)years, all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially qualified as to with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the scope of audit or as to the status occurrence of the Borrower Maturity Date within one year from the date such opinion is delivered or (y) any of potential inability to satisfy the Material Subsidiaries (Financial Performance Covenants or group of Subsidiaries that together would constitute the First Lien First Out Financial Performance Covenants on a Material Subsidiary) as future date or in a going concernfuture period), together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 the Financial Performance Covenant 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, together with, if not otherwise required to be filed with the SEC, a customary management discussion and analysis describing the financial condition and results of operations of the Borrower and its Subsidiaries.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC ninety (after giving effect to any permitted extensions90) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year)year of the Borrower, the consolidated balance sheets (1) financial statements of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case consisting of a consolidated balance sheet as at of the end of such fiscal year, and the related consolidated statements of operations income, stockholders' equity and cash flows for such the fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year then ended, all in reasonable detail and prepared setting forth in accordance with GAAPcomparative form the financial statements as of the end of and for the preceding fiscal year, and, in each case, and certified by independent certified public accountants of nationally recognized national standing whose opinion shall not be qualified as satisfactory to the scope of audit or as to Administrative Agent and (2) and unaudited consolidated income statement for the status Loan Parties (excluding all Subsidiaries of the Borrower which are not Loan Parties) for the fiscal year then ended. The certificate or report of accountants referred to in clause (1) of the preceding sentence shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Material Subsidiaries (or group of Subsidiaries that together would constitute Loan Documents. The Loan Parties shall deliver with such financial statements and certification by their accountants a Material Subsidiary) as a going concern, together in any event with a certificate letter of such accounting firm stating that in accountants to the course of either (i) its regular audit Administrative Agent and the Banks substantially to the effect that, based upon their ordinary and customary examination of the consolidated business affairs of the Borrower, which audit was conducted performed in connection with the preparation of such consolidated financial statements, and in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge they are not aware of the existence of any Event of Default relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such condition or event which constitutes an Event of Default has occurred or Potential Default or, if they are aware of such condition or event, stating the nature thereof and is continuing, a statement as confirming the Borrower's calculations with respect to the nature thereof.certificate to be delivered pursuant to Section 8.3.3 [Certificate of the Borrower] with respect to such financial statements

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if the Borrower is no longer subject to the reporting requirements of the Exchange Act and such financial statements are not required to be filed with the SEC, on or before the date that is 90 95 days after the end of each such fiscal yearFiscal Year), the consolidated balance sheets of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal yearFiscal Year, and the related consolidated statements of operations and cash flows for such fiscal yearFiscal Year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), Fiscal Years all in reasonable detail and prepared in accordance with GAAP, and, in each case, (i) certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (ix) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (iiy) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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, (ii) certified by an Authorized Officer of the Borrower as fairly presenting in all -104- material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, and (iii) accompanied by a Narrative Report with respect thereto; provided that such financial statements and Narrative Report set forth in this Section 9.1(a) shall be deemed to be furnished and delivered upon the filing with the SEC of the Borrower’s Form 10-K for the relevant Fiscal Year.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on On or before the date that is 90 120 days after the end of each such fiscal year), the consolidated balance sheets of the Holdings, CGI Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of income or operations and cash flows for such fiscal year, and setting forth comparative consolidated figures for the preceding prior fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all in reasonable detail and prepared in accordance with GAAPIFRS, and, in each case, certified by Deloitte, LLP or independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the CGI Borrower or any of the Material Restricted Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernconcern (other than any exception, together in any event explanatory paragraph or qualification, that is expressly solely with a certificate of such accounting firm stating that in the course of either respect to, or expressly resulting solely from, (i) an upcoming maturity date under any Indebtedness of CGI Borrower and its regular audit of Restricted Subsidiaries occurring within one year from the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards time such opinion is delivered or (ii) performing certain other procedures permitted by professional standardsany prospective or actual default of a financial maintenance covenant), together with a narrative providing a summary description of the highlights of results of operations of CGI Borrower and its Restricted Subsidiaries for such accounting firm has obtained no knowledge fiscal year; provided, that if at the end of any Event applicable fiscal year there are any Unrestricted Subsidiaries, Borrower Representative shall also furnish the related consolidating balance sheets of Default relating to Section 10.9 that has occurred CGI Borrower and is continuing or, if in its Restricted Subsidiaries as at the opinion end of such accounting firm fiscal year, and the related consolidating statements of income or operations and cash flows for such an Event fiscal year, in each case, reflecting the adjustments necessary to eliminate such Unrestricted Subsidiaries from the consolidated balance sheets of Default has occurred CGI Borrower and is continuingits Restricted Subsidiaries as at the end of such fiscal year, a statement as and the related consolidated statements of income or operations and cash flows for such fiscal year; provided, further, that no consolidating financial statements provided pursuant to the nature thereofimmediately preceding proviso shall be required to be audited.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is Within 90 days after the end close of each such fiscal yearyear of the Borrower and each Qualified Lessee (other than a Consolidated Qualified Lessee), as applicable, the consolidated balance sheets sheet of the Borrower and its Subsidiaries and each such Qualified Lessee, as the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, case may be (in each case case, with a separately scheduled consolidating balance sheet and income statement for each Project Finance Subsidiary), as at the end of such fiscal year, the related consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statements statement of operations and cash flows for such fiscal year, in each case setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAPyear, and, in other than the separately scheduled consolidating balance sheet and income statement of each caseProject Finance Subsidiary, certified examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or and as to the status of the Borrower or any of the Material its Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) such Qualified Lessees, as applicable, as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower or such Qualified Lessees, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating (or, in the case of a Qualified Lessee, any default or event of default under any Leases to Section 10.9 that which such Qualified Lessee is lessee) which has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default (or, in the case of a Qualified lessee, such a default or event of default under the applicable Lease) has occurred and is continuing, a statement as to the nature thereofthereof (which certificate may be limited to the extent required by accounting rules or guidelines).

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is Within 90 days after the end of each fiscal year (or such later date as may be permitted by the SEC for the filing of its Annual Report on Form 10-K with the SEC, but in any event not later than 120 days after the end of each fiscal year; provided that if the SEC extends such period beyond 120 days from the end of the applicable fiscal year, (i) such financial statement delivered in accordance with this Section 8.01(b) shall be unaudited and (ii) the Company's audited financial statements shall be as filed with the SEC in compliance with the then applicable SEC timeline), (i) the audited consolidated balance sheets sheet of the Borrower Company and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at of the end of such fiscal year, year and the related audited consolidated statements of operations operations, comprehensive earnings (loss), shareholders' equity and cash flows for such fiscal year, year setting forth comparative consolidated figures figures, or as of the end of, for the preceding fiscal years (oryear, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the together with an opinion from Ernst & Young LLP or other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose (which opinion (1) may be addressed to the board of directors and the shareholders of the Company and (2) shall not be qualified without a "going concern" or like qualification nor any qualification as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernsuch audit), together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted the unaudited consolidating balance sheet of each of (x) the U.S. Parent Borrower and the Domestic Subsidiaries and (y) the Canadian Parent Borrower and the Canadian Subsidiaries as of the end of such fiscal year and the related unaudited consolidating statements of operations, comprehensive earnings (loss), shareholders' equity and cash flows by professional standardsjurisdiction for the United States and Canada for such fiscal year setting forth comparative figures for the preceding fiscal year, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 that has occurred and is continuing or, if or in the opinion case of the balance sheet, setting forth the comparable figures as of the end of the prior fiscal year, and (iii) management's discussion and analysis of the important operational and financial developments during such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereoffiscal year.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 105 days after the end of each such fiscal year), the consolidated balance sheets year of the Borrower and (or such earlier or later date, from time to time established by the Subsidiaries andSEC in accordance with the Securities Exchange Act of 1934, if differentas amended), financial statements of the Borrower and the Restricted Subsidiaries, in each case consisting of a consolidated balance sheet as at of the end of such fiscal year, and the related consolidated statements of operations income, stockholders' equity and cash flows for such the fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year then ended, all in reasonable detail and prepared setting forth in accordance with GAAPcomparative form the financial statements as of the end of and for the preceding fiscal year, and, in each case, and certified by independent certified public accountants of nationally recognized national standing whose opinion satisfactory to the Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not be qualified as to indicate the scope occurrence or existence of audit any event, condition or as to contingency which would materially impair the status prospect of payment or performance of any covenant, agreement or duty of the Borrower or under any of the Material Subsidiaries Loan Documents. The Borrower will be deemed to have complied with the delivery requirements of this Section 8.3.2 if within 105 days after the end of its fiscal year (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernsuch earlier or later date, together in any event with a certificate of such accounting firm stating that in from time to time established by the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted SEC in accordance with U.S. generally accepted auditing standards the Securities Exchange Act of 1934, as amended), the Borrower delivers to the Agent and each of the Lenders a copy of its Form 10-K as filed with the SEC and the financial statements and certification of public accountants contained therein meets the requirements described in this Section. It is expressly agreed that any financial information or financial statements (iiincluding, without limitation the annual financial statements required pursuant to this Section 8.3.2) performing certain submitted to the Agent or the Lenders which has been prepared by an independent public accountant or other procedures permitted outside accountant shall be accompanied by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 in writing signed by such accountant disclosing that the accountant is aware that the financial information or financial statements prepared by the accountant would be submitted to and relied upon by the Agent and/or the Lenders in connection with the Agent's or the Lenders' determination to grant or continue credit. The Agent acknowledges that Deloitte & Touche, LLP is an independent certified public accountant reasonably satisfactory to the nature thereofAgent as of the date hereof.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 Within 120 days after the end of each such fiscal year), the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations operations, shareholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements) prepared in accordance with GAAP, and, in each caseexcept with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially qualified as to the with a scope of audit or as any “going concern” explanatory paragraph or like qualification or exception (other than an emphasis of matter paragraph) (other than with respect to, or resulting from, (x) the occurrence of an upcoming maturity date of any Indebtedness or (y) any prospective or actual default in the Financial Performance Covenants). Notwithstanding the foregoing, the obligations in this Section 9.1(a) may be satisfied with respect to the status financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any Parent Entity or (B) the Borrower’s (or any Parent Entity’s), as applicable, filing of a Form 10-K with the Material Subsidiaries SEC; provided that, with respect to each of clauses (or group of Subsidiaries that together would constitute a Material SubsidiaryA) as a going concernand (B), together in any event with a certificate of such accounting firm stating that in the course of either (i) to the extent such information relates to a Parent Entity, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Entity and its regular audit of consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated business of Subsidiaries and the BorrowerBorrower and its consolidated Restricted Subsidiaries on a standalone basis, which audit was conducted in accordance with U.S. generally accepted auditing standards or on the other hand and (ii) performing certain other procedures permitted by professional standardsto the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such accounting firm has obtained no knowledge materials are accompanied by an opinion of independent certified public accountants whose opinion shall not be materially qualified with a scope of audit or any “going concern” explanatory paragraph or like qualification or exception (other than an emphasis of matter paragraph) (other than with respect to, or resulting from, (x) the occurrence of an upcoming maturity date of any Event of Default relating to Section 10.9 that has occurred and is continuing or, if Indebtedness or (y) any prospective or actual default in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereofFinancial Performance Covenants).

Annual Financial Statements. As soon as available and in any event within 5 available, but no later than ninety days after the date on which last day of each fiscal year of EDS (or, if earlier, not later than forty-eight hours following when such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), audited Financial Statements as of, and for the consolidated balance sheets of the Borrower and the Subsidiaries andyear ended on, if different, the Borrower and the Restricted Subsidiariessuch last day, in each case as at setting forth, in comparative form, the end of such corresponding figures for the previous fiscal year, and accompanied by (i) the related consolidated statements opinion of operations and cash flows for independent certified public accountants, without qualification, that such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and Financial Statements were prepared in accordance with GAAP, andconsistently applied, in each caseand present fairly the financial condition and results of operations of EDS and its consolidated Subsidiaries, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiaryii) as a going concern, together in any event with a certificate of such the accounting firm that reported on such Financial Statements stating whether they obtained knowledge during the course of their examination of such Financial Statements of any Default or Potential Default (which certificate may be limited to the extent required by accounting rules or guidelines) and (iii) a certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of EDS, which certificate shall (A) state (1) that to the best of his or her knowledge, EDS, the other Borrowers and the Subsidiary Guarantors have fulfilled all of their respective obligations under the Loan Documents, (2) whether a Potential Default has occurred and, if a Potential Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (3) whether any change in GAAP or in the application thereof that would result in any change in any Financial Statements has occurred since the date of the audited financial statements referred to in Section 6.1(d) and, if any such change has occurred, specifying, to the extent known, the effect of such change on the financial statements accompanying such certificate or, to the extent the effect of such change is not known, the reasons such effect is not known, provided that in the course event the effect of either any such change is not specified in such certificate, EDS shall cause to be delivered to the Administrative Agent promptly following the effect of such change becoming known, a certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of EDS, which certificate shall specify such effect, and (iB) its regular audit set forth in reasonable detail the then-current calculation of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofFinancial Covenants.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 120 days after the end of each fiscal year of WCA Corp., the audited consolidated statements of income, stockholders' equity, and cash flows of WCA Corp. and its Consolidated Subsidiaries (including the Borrower) for such fiscal year), and the related audited consolidated balance sheets of WCA Corp. and its Consolidated Subsidiaries (including the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case Borrower) as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth in each case in comparative consolidated form the corresponding figures for the preceding fiscal years (oryear, in lieu and accompanied by the related opinion of such audited independent public accountants of recognized national standing acceptable to the Administrative Agent which opinion shall state that said financial statements fairly present the consolidated financial condition and results of operations of WCA Corp. and its Consolidated Subsidiaries (including the Borrower Borrower) as at the end of, and the Restricted Subsidiariesfor, a detailed reconciliation, reflecting such fiscal year and that such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and statements have been prepared in accordance with GAAP, and, except for such changes in each case, certified by such principles with which the independent certified public accountants of recognized national standing whose shall have concurred and such opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute contain a Material Subsidiary) as a "going concern" or like qualification or exception, together in any event with and a certificate of such accounting firm accountants stating that that, in making the course examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of either (i) its regular audit any Default. In addition, as soon as available and in any event within 120 days after the end of each fiscal year of Waste Corporation, unaudited consolidating, statements of income, stockholders equity, and cash flows of the consolidated business Borrower and its Consolidated Subsidiaries for such fiscal year, and the related unaudited consolidating balance sheets of the BorrowerBorrower and its Consolidated Subsidiaries as at the end of such fiscal year, and setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and accompanied by the certificate of a Responsible Officer, which audit was conducted certificate shall state that said financial statements fairly present the consolidating financial condition and results of operations of the Borrower and its Consolidated Subsidiaries as at the end of, and for, such fiscal year, and that such financial statements have been prepared in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofGAAP.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on On or before the date that is 90 120 days after the end of each such fiscal year)year of the Borrower Representative beginning with the fiscal year of the Borrower ending January 1, 2022, the consolidated balance sheets of the Borrower Representative and the its Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated and/or combined figures for the preceding fiscal years year (or, in lieu of to the extent such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other handcomparative presentation is permitted under GAAP), all in reasonable detail and prepared in accordance in all material respects with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing or such other independent certified public accountants approved by the Administrative Agent in its reasonable judgment whose opinion shall not be qualified as contain a going concern qualification or exception (except to the scope extent such qualification or exception is a result of audit (x) the current maturity of any Credit Facility or as to the status any other Indebtedness of the Borrower Representative or any Restricted Subsidiary, (y) an actual or prospective default under any financial maintenance covenant in any agreement governing Indebtedness of the Material Subsidiaries Borrower Representative or any Restricted Subsidiary or (or group of Subsidiaries that together would constitute a Material Subsidiaryz) as a going concernresult of the activity, together in operations, financial results, assets or liabilities of any event with Unrestricted Subsidiaries); provided, that if at the end of any applicable fiscal year there are any Unrestricted Subsidiaries, the Borrower Representative shall also furnish a certificate reasonably detailed presentation, either on the face of such accounting firm stating that the annual financial statements delivered pursuant to this clause (a) or in the course footnotes thereto separate from the financial condition and results of either (i) its regular audit operations of the consolidated business Unrestricted Subsidiaries of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofBorrower Representative.

Annual Financial Statements. As soon as available and in any event within 5 Within 90 days after (or 120 days for each of (i) the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) fiscal year ending December 31, 2017 (or, if such financial statements are not required to be filed with in the SECcase of the 2017 HTA Targets Financial Statements, on or before 150 days) and (ii) the date that is 90 days first fiscal year ending after the end Closing Date) after the close of each such fiscal year), year of Lead Borrower (x) the consolidated balance sheets sheet of the Lead Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, year and the related consolidated statements of operations income and retained earnings and statement of cash flows for such fiscal year, year setting forth comparative consolidated figures for the preceding fiscal years (oryear and certified, in lieu the case of such audited consolidated financial statements of the Borrower and the Restricted Subsidiariesstatements, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the by Ernst & Young LLP or other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose standing, together with an opinion of such accounting firm (which opinion shall not be qualified without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit or as (except for qualifications for a change in accounting principles with which such accountants concur and which shall have been disclosed in the notes to the status of financial statements or other than as a result of, or with respect to, an upcoming maturity date under this Agreement, the Borrower First Lien Term Loan Credit Agreement or the Second Lien Term Loan Credit Agreement occurring within one year from the time such opinion is delivered or any of potential inability to satisfy any financial maintenance covenant in this Agreement on a future date or in a future period)) to the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together effect such statements fairly present in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted all material respects in accordance with U.S. generally accepted auditing standards or GAAP the financial condition of Lead Borrower and its Subsidiaries as of the date indicated and the results of their operations for the periods indicated, and (y) management’s discussion and analysis of the important operational and financial developments during such fiscal year. It is understood and agreed that with respect to the fiscal year ending December 31, 2017, the annual financial statements required to be furnished pursuant to the immediately preceding paragraph shall be limited to (i) the audited consolidated balance sheet of the Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) as of the end of such fiscal year and the related audited consolidated statements of income and retained earnings and statement of cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year (the “2017 ATS Financial Statements”), along with the certifications and management’s discussion and analysis set forth above and (ii) performing certain other procedures permitted by professional standardsthe audited consolidated balance sheet of the HTA Targets and their respective Subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, retained earnings and stockholders’ equity and changes in financial position in such accounting firm has obtained no knowledge fiscal year setting forth comparative figures for the preceding fiscal year (the “2017 HTA Targets Financial Statements”) (for the avoidance of any Event of Default relating to Section 10.9 that has occurred and is continuing ordoubt, if in the opinion case of such accounting firm such an Event of Default has occurred this clause (ii), without any certifications or management’s discussion and is continuing, a statement as to the nature thereofanalysis).

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 95 days after the end of each such fiscal yearFiscal Year), the consolidated balance sheets of the Parent Borrower and the Subsidiaries and, if different, the Parent Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal yearFiscal Year, and the related consolidated statements of operations and cash flows for such fiscal yearFiscal Year, setting forth comparative consolidated figures for the preceding fiscal years Fiscal Years (or, in lieu of such audited financial statements of the Parent Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Parent Borrower and the Restricted Subsidiaries, on the one hand, and the Parent Borrower and the Subsidiaries, on the other hand), ) all in reasonable detail and prepared in accordance with GAAP, and, in each case, (i) certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Parent Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (ix) its regular audit of the consolidated business of the Parent Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (iiy) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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, (ii) certified by an Authorized Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP, and (iii) accompanied by a Narrative Report with respect thereto.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 95 days after the end of each such fiscal year), the consolidated balance sheets of the Parent Borrower and the Subsidiaries and, if different, the Parent Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Parent Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Parent Borrower and the Restricted Subsidiaries, on the one hand, and the Parent Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or a group of Subsidiaries that together would constitute a Material Subsidiary) as to a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Parent Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is Within 90 days after the end close of each such fiscal year)year of the Borrower, the consolidated and consolidating balance sheets of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, year and the related consolidated and consolidating statements of operations operations, stockholders' equity and cash flows for such fiscal year, year and setting forth comparative consolidated figures for the preceding fiscal years year and comparable budgeted figures for such period and certified, (orx) in the case of the consolidating statements, by the chief financial officer or controller of the Borrower and (y) in lieu the case of such audited the consolidated financial statements of the Borrower and the Restricted its Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the by PricewaterhouseCoopers LLP or any other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose reasonably acceptable to the Required Banks, together with a signed opinion of such accounting firm (which opinion shall not be qualified as to the scope of the audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) Subsidiary as a going concern, together concern in any event with a certificate of such accounting firm respect) stating that in the course of either (i) its regular audit of the consolidated business financial statements of the Borrower, Borrower which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that which has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed in accordance with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are then applicable law and not required to be filed with the SEC, on or before the date that is later than 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2022, its audited consolidated balance sheet and related statements of operations, members’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing or otherwise acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than a “going concern” or other qualification or exception that results solely from (i) the Maturity Date or the maturity date of any other Debt being scheduled to occur within one year from the time such opinion is delivered, (ii) any potential inability to satisfy any financial covenant in this Agreement or in any other documentation governing Debt permitted under Section 9.02 on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), ) to the effect that such consolidated balance sheets financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05). Notwithstanding the Subsidiaries and, if differentforegoing, the Borrower and obligations set forth in this Section 8.01(a) may be satisfied with respect to the Restricted Subsidiaries, in each case as at the end delivery of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and its Consolidated Restricted Subsidiaries by furnishing to the Restricted SubsidiariesAdministrative Agent and each Lender: (A) Ultimate Parent’s audited consolidated balance sheet and related statements of operations, partners’ equity and cash flows as of the end of and for such year, setting forth in each case, where available, in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing or otherwise acceptable to the Administrative Agent (without a detailed reconciliation“going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than a “going concern” or other qualification or exception that results solely from (A) (i) the Maturity Date or the maturity date of any other Debt permitted under Section 9.02 being scheduled to occur within one year from the time such opinion is delivered, reflecting (ii) any potential inability to satisfy any financial covenant in this Agreement or in any other documentation governing Debt permitted under Section 9.02 on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of such Person and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05) and (B) concurrently with the financial information for required by this clause (a), consolidating information that explains in reasonable detail the Borrower differences between the information relating to Ultimate Parent and the Restricted its Consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and the its Consolidated Restricted Subsidiaries, on the other hand. For the purpose of determining EBITDA of Ultimate Parent and its Consolidated Restricted Subsidiaries pursuant to this Section 8.01(a), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as reference to the scope of audit Borrower and its Consolidated Restricted Subsidiaries or as to the status of the Borrower or any of the Material and/or its Restricted Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course definition of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 that has occurred EBITDA and is continuing or, if in the opinion definition of such accounting firm such an Event of Default has occurred Consolidated Net Income shall be deemed to be a reference to Ultimate Parent and is continuingits Consolidated Subsidiaries or to Ultimate Parent and/or its subsidiaries, a statement as to the nature thereofcase may be.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed Beginning with the SEC (after giving effect to any permitted extensions) (orfiscal year ending December 31, if such financial statements are not required to be filed with the SEC2021, on or before the date that is 90 days after the end of each fiscal year (or such fiscal yearlater date as may be permitted by the SEC for the filing of the Annual Report on Form 10-K by any Parent Entity of the Borrower with the SEC), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations income and cash flows for such fiscal year, setting forth for each fiscal year comparative consolidated figures for the preceding fiscal years year (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a reasonably detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the financial information of the Borrower and the its consolidated Subsidiaries, on the other hand), all in reasonable detail and prepared in all material respects in accordance with GAAP, GAAP (except as otherwise disclosed in such financial statements) and, in each caseexcept with respect to any such reconciliation, certified reported on by independent certified registered public accountants of recognized national standing whose opinion shall not with an unmodified report by such independent registered public accountants without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any similar statement under any amended or successor rule as may be qualified adopted by the Auditing Standards Board from time to time) (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness, (2) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiaries or (3) any prospective breach of the Financial Performance Covenant or prospective breach of any other financial maintenance covenant (or in the case of any Term Loan Facility, any such breach)), and, for the avoidance of doubt, without modification as to the scope of audit audit. Notwithstanding the foregoing, the obligations in this Section 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings or as to any Parent Entity (including, for the status avoidance of doubt, any financial statement predecessor Person of such Parent Entity, if applicable) of the Borrower or any of (B) the Material Subsidiaries Borrower’s (or group any Parent Entity (or such financial statement predecessor Person, if applicable) thereof, as applicable), Form 10-K filed with the SEC or (C) following an election by the Borrower pursuant to the definition of Subsidiaries that together would constitute a Material Subsidiary“GAAP”, the applicable financial statements shall be prepared in all material respects in accordance with IFRS; provided that, with respect to each of clauses (A) as a going concernand (B), together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of to the consolidated business of extent such information relates to Holdings or such Parent Entity (or such financial statement predecessor Person, if applicable), such information is accompanied by selected financial metrics that show certain differences (and a description thereof) (in the Borrower’s sole discretion) between the financial information relating to Holdings or such Parent Entity (or such financial statement predecessor Person, which audit was conducted in accordance with U.S. generally accepted auditing standards or if applicable), on the one hand, and the financial information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand (and, if different, the Borrower and the Restricted Subsidiaries) and (ii) performing certain other procedures permitted by professional standardsto the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials shall be reported on by an independent registered public accounting firm has obtained no knowledge of recognized national standing, with an unmodified report by such independent registered public accountants without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any similar statement under any amended or successor rule as may be adopted by the Auditing Standards Board from time to time) (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness, (2) the activities, operations, financial results, assets or liabilities of any Event Unrestricted Subsidiaries or (3) any prospective breach of Default relating the Financial Performance Covenant or any prospective breach of any other financial maintenance covenant under any other agreement containing a financial maintenance covenant (it being understood that there shall be no obligation to Section 10.9 that has occurred and is continuing oraudit any such consolidating information), if in and, for the opinion avoidance of such accounting firm such an Event of Default has occurred and is continuingdoubt, a statement without modification as to the nature thereofscope of audit.

Annual Financial Statements. As soon as available and in any event within 5 75 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end close of each such fiscal year)year of the Borrower, the consolidated and consolidating balance sheets sheet of the Borrower and the Subsidiaries andIntermediary Holding Companies, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, year and the related consolidated and consolidating statements of operations and of cash flows for such fiscal year, and in each case setting forth comparative consolidated and consolidating figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and (x) in the Borrower and the Subsidiariescase of consolidated statements, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or and as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernconcern or (y) in the case of consolidating statements, certified by the chief financial officer of the Borrower, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and the Intermediary Holding Companies, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that which has occurred and is continuing has come to their attention or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, come to their attention a statement as to the nature thereof. If the Borrower has designated any Unrestricted Subsidiaries hereunder, then the annual financial information required by this Section 6.01(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Borrower and its Subsidiaries excluding the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower (although such separate presentation of financial information excluding the effects of Unrestricted Subsidiaries need not be audited).

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is Within 90 days after the end close of each such fiscal yearyear of the Borrower and each Qualified Lessee (other than a Consolidated Qualified Lessee), as applicable, the consolidated balance sheets sheet of the Borrower and its Subsidiaries and each such Qualified Lessee, as the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, case may be (in each case case, with a separately scheduled consolidating balance sheet and income statement for each Project Finance Subsidiary), as at the end of such fiscal year, the related consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statements statement of operations and cash flows for such fiscal year, in each case setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAPyear, and, in other than the separately scheduled consolidating balance sheet and income statement of each caseProject Finance Subsidiary, certified examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or and as to the status of the Borrower or any of the Material its Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) such Qualified Lessees, as applicable, as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower or such Qualified Lessees, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating (or, in the case of a Qualified Lessee, any default or event of default under any Leases to Section 10.9 that which such Qualified Lessee is lessee) which has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default (or, in the case of a Qualified Lessee, such a default or event of default under the applicable Lease) has occurred and is continuing, a statement as to the nature thereofthereof (which certificate may be limited to the extent required by accounting rules or guidelines).

Annual Financial Statements. As soon as available and available, but in any event within 5 in accordance with then applicable law and not later than 15 days after the date on which such annual financial statements are required to be filed with the SEC (after giving effect delivered to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the Borrower’s (i) audited consolidated balance sheets of the Borrower (combined with MEMP) and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years unaudited consolidating (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information combined for the Borrower and the Restricted SubsidiariesGuarantors) balance sheet and related statements of operations, on shareholders’ equity and cash flows as of the one handend of and for such year, and setting forth in each case in comparative form the Borrower and figures for the Subsidiaries, on the other hand)previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified reported on by KPMG LLP or other independent certified public accountants of recognized national standing whose opinion shall not be qualified (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of audit or as such audit) to the status effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower or any of and its Consolidated Restricted Subsidiaries on a consolidated (combined with MEMP) and consolidating (combined for the Material Subsidiaries (or group of Subsidiaries Borrower and the Guarantors) basis in accordance with GAAP consistently applied; provided that together would constitute a Material Subsidiary) as a going concern, together in any event the timely filing with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business SEC of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or ’s annual report on Form 10-K will satisfy the reporting requirements of this Section 8.01(a) and (ii) performing certain other procedures permitted by professional standardsunaudited segment balance sheets, audited segment statements of income and unaudited segment statements of cash flows as of the end of and for such accounting firm has obtained no knowledge year, which are derived from the consolidated (combined with MEMP) and consolidating (combined for the Borrower and the Guarantors) financial statements of any Event of Default relating to Section 10.9 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 thereofBorrower.

Annual Financial Statements. As soon as available available, and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year)year of the Borrower, the a consolidated balance sheets sheet and income statement of the Borrower Holdings and the Subsidiaries and, if different, the Borrower and the Restricted its Consolidated Subsidiaries, in each case as at of the end of such fiscal year, and the related consolidated statements statement of operations and retained earnings and consolidated statement of cash flows for such fiscal year, setting forth in comparative form consolidated figures for the preceding fiscal years year and corresponding figures from the annual forecast, all such financial statements to be in reasonable form and detail and (or, in lieu the case of such consolidated financial statements) audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose reasonably acceptable to Allied Capital and accompanied by an opinion of such accountants (which shall not be qualified as or limited in any material respect) to the scope effect that such consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial position and consolidated results of audit or as operations and cash flows of Holdings and its Consolidated Subsidiaries in accordance with GAAP consistently applied (except for changes with which such accountants concur) and accompanied by a written statement by the accountants reporting on compliance with this Agreement to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating effect that in the course of either the audit upon which their opinion on such financial statements was based (i) its regular but without any special or additional audit of procedures for the consolidated business of the Borrowerpurpose), which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has they obtained no knowledge of any Event of Default no condition or event relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such financial matters which constitutes a Default or an Event of Default has occurred or, if such accountants shall have obtained in the course of such audit knowledge of any such Default or Event of Default, disclosing in such written statement the nature and is continuingperiod of existence thereof, a statement as it being understood that such accountants shall be under no liability, directly or indirectly, to the nature thereofLenders for failure to obtain knowledge of any such condition or event.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 Not later than 95 days after the end of each such fiscal year)Fiscal Year of Company, a copy of the audited consolidated balance sheets sheet of the Borrower Company and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, year and the related audited consolidated statements of operations income, earnings and of cash flows for such fiscal year, setting forth in each case in comparative consolidated form the figures for the preceding fiscal years (or, in lieu of previous year. All such audited financial statements of the Borrower shall be complete and the Restricted Subsidiariescorrect in all material respects, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and shall be prepared in accordance with GAAPGAAP applied consistently (except as approved by the accountants preparing such statements or the Chief Financial Officer, as the case may be, and disclosed therein or otherwise disclosed in writing by Company to the Lenders) and, in each casethe case of the consolidated financial statements referred to in this Section 7.1(b), certified shall be accompanied by a report thereon of independent certified public accountants of recognized national standing whose opinion standing, which report shall not be qualified as contain no qualifications with respect to the scope continuance of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) Company as a going concern, together in concern (other than qualifications related to the maturity of any event with a certificate Indebtedness within 12 months of the date of such accounting firm stating report and future prospective compliance with any financial maintenance covenants), and shall state that such financial statements present fairly in all material respects the course financial position of either Company and its consolidated Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP (except as approved by the accountants preparing such statements or the Chief Financial Officer, as the case may be, and disclosed therein or otherwise disclosed in writing by Company to the Lenders). Notwithstanding anything herein to the contrary, information required to be delivered pursuant to this Section 7.1 and Sections 7.2(b), and 7.2(c) below shall be deemed to have been delivered on the date on which (i) its regular audit such information is actually available for review by the Lenders and either (A) has been posted by Company on Company’s website at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇ or at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or (B) has been posted on Company’s behalf on Intralinks/Syndtrak or any other internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). At the request of the consolidated business of the BorrowerAdministrative Agent or any Lender, which audit was conducted in accordance with U.S. generally accepted auditing standards or Company will provide by electronic mail electronic versions (iii.e., soft copies) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofAdministrative Agent of all documents containing such information.

Annual Financial Statements. As soon as available and in any event within 5 Within 120 days after the date on which close of each fiscal year of Borrower, year-end consolidated financial statements of Borrower and its Subsidiaries, containing a balance sheet, income statement, statement of cash flows and an audit report without qualification by an independent certified public accounting firm selected by Borrower and satisfactory to Administrative Agent, and accompanied by (i) a Compliance Certificate of the Chief Financial Officer of Borrower, (ii) a certificate of the independent certified public accounting firm that examined such financial statements to the effect that they have reviewed and are required to be filed familiar with the SEC (after giving effect to this Agreement and that, in examining such financial statements, they did not become aware of any permitted extensions) (orfact or condition which then constituted a Default or Event of Default, except for those, if any, described in reasonable detail in such financial statements are not required to be filed certificate, (iii) the management letter and report on internal controls delivered by such independent certified public accounting firm in connection with the SECtheir audit, on or before the date that is 90 days after the end of each and (iv) if requested by Administrative Agent, any summary prepared by such fiscal year), the consolidated balance sheets independent certified public accounting firm of the adjustments proposed by the members of its audit team. Notwithstanding the foregoing requirements respecting financial statement delivery, for any fiscal year of Borrower, delivery by Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end to Administrative Agent of such fiscal year, and the related consolidated statements of operations and cash flows Borrower’s Annual Report on Form 10-K for such fiscal year, setting forth comparative consolidated figures for as filed with the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower Securities and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted SubsidiariesExchange Commission, on the one handearlier of (a) a date within the time period set forth herein for delivery of Borrower’s financial statements for such fiscal year, and or (b) the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants date of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate Borrower’s filing of such accounting firm stating that in report with the course of either (i) its regular audit of Securities and Exchange Commission will satisfy the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 financial statement as to the nature thereofdelivery requirements under this Section.

Annual Financial Statements. As soon as available and available, but in any event within 5 days after not later than the earlier of the date in each fiscal year on which such financial statements are the Borrower is required to be filed file its Annual Report on form 10-K with the SEC (after giving effect to any permitted extensionsextensions obtained by the Borrower) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets year of the Borrower and the Subsidiaries Borrower, its audited consolidated (and, if different, the Borrower and the Restricted there are any Unrestricted Subsidiaries, in each case unaudited consolidating) balance sheet and related statements of operations, stockholders’ equity and cash flows as at of the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth in each case in comparative consolidated form the figures for the preceding previous fiscal years (oryear, in lieu all reported on by a firm of such audited financial statements of the independent public accountants proposed by Borrower and approved by the Restricted Subsidiaries, Administrative Agent (without a detailed reconciliation, reflecting such financial information for the Borrower “going concern” or like qualification or exception and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified without any qualification or exception as to the scope of audit or as such audit) to the status effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower or and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, concurrently with the Material Subsidiaries financial information required by this clause (or group of Subsidiaries that together would constitute a), the Borrower shall provide a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit reasonably detailed presentation of the consolidated business financial position and results of operations of the Borrower, Borrower and its Restricted Subsidiaries as of the end of and for such fiscal year which audit was conducted financial presentation shall exclude the financial position and results of operations of the Unrestricted Subsidiaries and be certified by a Financial Officer of the Borrower as fairly presenting in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, all material respects such accounting firm has obtained no knowledge consolidated financial position and results of any Event operations as of Default relating to Section 10.9 that has occurred the end of and is continuing or, if in the opinion of for such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereofyear.

Annual Financial Statements. As soon as available and in any event within 5 100 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required longer, within two Business Days after the last day of any extension or deferral period permitted by the SEC from time to be filed time for the filing of annual reports on Form 10-K or on any applicable equivalent form) after the close of each fiscal year of the Borrower (or, in the case of the fiscal year ended December 31, 2021, prior to May 31, 2022), beginning with the SECfiscal year ending December 31, on or before the date that is 90 days after the end of each such fiscal year)2021, the consolidated balance sheets of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, year and the related consolidated statements of income, of stockholders’ equity and of cash flows for such fiscal year, in each case setting forth comparative figures for the preceding fiscal year, all in reasonable detail and accompanied by management’s discussion and analysis of such financial statements and the opinion with respect to such consolidated financial statements of independent public accountants of recognized national standing selected by the Borrower, which opinion shall be unqualified (other than any qualification that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness or (B) any potential inability to satisfy a financial maintenance covenant under any Indebtedness on a future date or in a future period) and shall (i) state that such accountants audited such consolidated financial statements in accordance with generally accepted auditing standards, that such accountants believe that such audit provides a reasonable basis for their opinion, and that in their opinion such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated subsidiaries as at the end of such fiscal year and the consolidated results of their operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, year in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance conformity with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards accounting principles, or (ii) performing certain other procedures permitted contain such statements as are customarily included in unqualified reports of independent accountants in conformity with the recommendations and requirements of the American Institute of Certified Public Accountants (or any successor organization); provided, however, that the Borrower may also comply with this subpart by professional standardspublishing, and if so published shall be deemed to have delivered on such date, such accounting firm has obtained no knowledge statements and reports on its internet website, the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇) or any successor filing system of any Event of Default relating to Section 10.9 that has occurred the SEC or in another publicly accessible electronic database and is continuing or, if in giving the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature Administrative Agent notice thereof.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is Within 90 days after the end close of each such fiscal year)year of the Borrower, (i) the consolidated and consolidating balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, year and the related consolidated and consolidating statements of operations earnings and stockholders' equity and statement of cash flows for such fiscal year, year and setting forth comparative consolidated figures for the preceding fiscal years year and comparable budgeted figures for such period and certified, (orx) in the case of the consolidating statements, by the chief financial officer or controller of the Borrower and (y) in lieu the case of such audited the consolidated financial statements of the Borrower and the Restricted its Subsidiaries, a detailed reconciliation, reflecting such financial information for by KPMG Peat Marwick LLP or any of the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the "big six" or other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose reasonably acceptable to the Required Banks, together with a signed opinion of such accounting firm (which opinion shall not be qualified as to the scope of the audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) Subsidiary as a going concern, together concern in any event with a certificate of such accounting firm respect) stating that in the course of either (i) its regular audit of the consolidated business financial statements of the Borrower, Borrower which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that which has occurred and is continuing or, if in the -51- 58 opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof and (ii) schedules detailing (w) components of purchases of net video cassette rental inventory including tape purchases for existing stores, tape purchases for new stores and the book value of previously viewed tapes which have been sold by the Borrower and its Subsidiaries, (x) Capital Expenditures other than Maintenance Capital Expenditures, (y) Maintenance Capital Expenditures and (z) aggregate expenditures for new store merchandise inventory and (iii) management's discussions and analysis of the important operational financial developments during such fiscal year.

Annual Financial Statements. As soon as available and in any --------------------------- event within 5 days after the date on which such financial statements are required to be filed with the SEC ninety (after giving effect to any permitted extensions90) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year)year of the Borrower, the consolidated balance sheets financial statements of the Borrower and the its Consolidated Subsidiaries and, if different, the Borrower consisting of consolidated and the Restricted Subsidiaries, in each case consolidating balance sheets as at of the end of such fiscal year, and the related consolidated statements and consolidating statement of operations operations, consolidated stockholders' equity, consolidated statement of retained earnings and consolidated statement of cash flows for such fiscal year, setting forth comparative consolidated figures flow for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year then ended, all in reasonable detail and prepared setting forth in accordance comparative form the financial statements as of the end of and for the preceding fiscal year, and (in the case of the consolidated financial statements only) certified by KPMG Peat Marwick or another independent certified public accountant of nationally recognized standing satisfactory to the Required Banks. The certificate or report of accountants shall be free of qualifications (other than (A) any consistency qualification, or (B) any qualification relating to an inconsistency with GAAP, and, that may result from a change in each case, certified by independent certified public the method used to prepare Borrower's financial statements as to which such accountants of recognized national standing whose opinion concur) and shall not be qualified as to indicate the scope occurrence or existence of audit any event, condition or as to contingency which would materially impair the status prospect of payment or performance of any covenant, agreement or duty of the Borrower or under any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernSenior Loan Documents, together in any event with a certificate letter of such accounting firm stating accountants substantially to the effect that in the course of either (i) its regular audit based upon their ordinary and customary examination of the consolidated business affairs of the Borrower, which audit was conducted performed in connection with the preparation of such consolidated financial statements, and in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge they are not aware of the existence of any Event condition or event which constitutes or would, upon notice or lapse of Default relating to Section 10.9 that has occurred and is continuing ortime, if in the opinion of such accounting firm such or both, constitute an Event of Default has occurred or, if they are aware of such condition or event, stating the nature thereof and is continuing, a statement as confirming the Borrower's calculations with respect to the nature thereofcertificate to be delivered pursuant to Section 83() with respect to such financial statements.

Annual Financial Statements. As The Borrowers and the Guarantors will furnish, or cause to be furnished, to each of the Agents and the Lenders, as soon as available available, and in any event within 5 ninety (90) days after the date on which such financial statements are required to be filed close of each Fiscal Year of ▇▇▇▇▇▇▇▇'▇, beginning with the SEC (after giving effect to any permitted extensions) (orFiscal Year ending October 1, if such financial statements are not required to be filed with 2005, a Consolidated balance sheet and income statement of the SEC, on or before members of the date that is 90 days after Consolidated Group as of the end of each such fiscal year)Fiscal Year, the consolidated balance sheets together with related Consolidated statements of the Borrower operations and the Subsidiaries and, if different, the Borrower retained earnings and the Restricted Subsidiariesof cash flows for such Fiscal Year, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth in comparative consolidated form Consolidated figures for the preceding fiscal years (orFiscal Year, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting all such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all described above to be in reasonable form and detail and prepared in accordance with GAAP, and, in each case, certified audited by independent certified public accountants of recognized national standing reasonably acceptable to the Agents and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be qualified limited as to the scope of the audit or qualified as to the status of the Borrower or any members of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) Consolidated Group as a going concernconcern or any other material qualifications or exceptions; provided that, together in notwithstanding the foregoing, such financial statements for ▇▇▇▇▇▇▇▇'▇ Fiscal Year ending October 1, 2005, need not be completed, delivered to the Agents or any event Lender, or filed with a certificate of the SEC until 18 months after the Closing Date; provided, further, that if any Borrower or Guarantor is unable to complete and file such accounting firm stating that in the course of either (i) its regular audit financial statements by such date solely by reason of the consolidated business application of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standardsFIN 46 to Crescent, such accounting firm has obtained no knowledge Borrower or Guarantor may satisfy the requirement of any Event this covenant by filing unaudited Consolidated GAAP financial statements for the Fiscal Year ending October 1, 2005 (excluding the application of Default relating FIN 46 to Section 10.9 that has occurred and is continuing orCrescent) on Form 8-K with the SEC, if in certified by an Executive Officer or the opinion treasurer or corporate controller of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof▇▇▇▇▇▇▇▇'▇.

Annual Financial Statements. As soon as available and in any event within 5 (i) Within 75 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end close of each such fiscal year)year of the Borrower, a draft of the consolidated and consolidating balance sheets of the Borrower and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year and the related consolidated and consolidating statements of income and retained earnings and statement of cash flows, in each case for such fiscal year. (ii) Within 90 days after the close of each fiscal year of the Borrower, (I) the consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of operations income and retained earnings and of cash flows for such fiscal year, year setting forth comparative consolidated figures for the preceding fiscal years year and certified, (orx) in the case of the consolidating financial statements, in lieu of such audited by the chief financial statements officer of the Borrower and (y) in the Restricted Subsidiariescase of the consolidated financial statements, a detailed reconciliation, reflecting by KPMG Peat Marwick or such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as reasonably acceptable to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernAgent, together in any event with a certificate report of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business financial statements of the BorrowerBorrower and its Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that which has occurred and is continuing with respect to the covenants set forth in Sections 9.04, 9.05, 9.06 and 9.08 through 9.11, inclusive, or, if in the opinion of such accounting firm such a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereofthereof and (II) management's discussions and analysis of the important operational and financial developments during such fiscal year.

Annual Financial Statements. (i) As soon as available and in any event within 5 90 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required the Borrower obtains an extension from the SEC to be filed any 90-day filing requirement for filing its Form 10-K with the SECSEC by filing a Form 12b-25, on or before the date that is 90 days 120 days) after the end close of each such fiscal year)year of the Borrower, (1) the consolidated balance sheets (and consolidating in the case of the Borrower Borrower, Coast and the Subsidiaries and, if different, SNIC at a minimum) balance sheet of (x) the Borrower and the Restricted Subsidiaries and (y) the Borrower and its Subsidiaries, in each case as at the end of such fiscal year, year and the related consolidated statements (and consolidating in the case of operations the Borrower, Coast and SNIC at a minimum) statement of operations, stockholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated (and consolidating in the case of the Borrower, Coast and SNIC at a minimum) figures for the preceding fiscal years year, and certified (or, in lieu of such audited financial statements the case of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified foregoing consolidated statements) by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and the Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 Sections 10.8, 10.9, 10.10 and 10.11 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofthereof and (2) management’s discussion and analysis of the most important operational and financial developments during such fiscal year. To the extent that the financial statements required to be delivered to the Lenders pursuant to this Section 9.1(a) are filed electronically with the SEC through its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”), such financial statements shall be deemed to be delivered to the Lenders for purposes of this Section 9.1(a). (ii) As soon as available and in any event within 60 days (or, in the case of any audited statements and risk-based capital reports required to be delivered pursuant to this clause (ii), 180 days) after the close of each fiscal year of each Regulated Insurance Company, the Annual Statement of such Regulated Insurance Company (prepared in accordance with SAP) for such fiscal year and as filed with the Insurance Department of the state in which such Regulated Insurance Company is domiciled (together with any certifications or statements of such Regulated Insurance Company relating to such Annual Statement and any audited statements and risk-based capital reports, in each case which are required by such Insurance Department).

Annual Financial Statements. As soon as available and in any event within 5 no later than one hundred and twenty (120) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after following the end of each such fiscal year)Fiscal Year of the Borrower, beginning with the Fiscal Year ended December 31, 2019, the Borrower shall deliver to the Administrative Agent one (1) copy of: (A) the audited consolidated balance sheets of the Borrower Performance Guarantor and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at of the end of such fiscal year, Fiscal Year and (B) the related audited consolidated and consolidating statements of operations income, stockholders’ equity and cash flows of the Performance Guarantor and its consolidated Subsidiaries for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, andFiscal Year, in each case, certified setting forth in comparative form the figures for the previous Fiscal Year and accompanied by independent certified public an opinion of the Independent Accountants stating that such balance sheet and financial statements present fairly in all material respects the financial condition and results of operation of the companies being reported upon and have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants of recognized national standing whose opinion shall not concur); Documents required to be qualified as delivered pursuant to Sections 5.1(a) or (b) (to the scope of audit or as extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either date (i) its regular audit of on which such materials are publicly available as posted on the consolidated business of the BorrowerElectronic Data Gathering, which audit was conducted in accordance with U.S. generally accepted auditing standards Analysis and Retrieval system (▇▇▇▇▇); or (ii) performing certain other procedures permitted on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by professional standards, such accounting firm has obtained no knowledge the Administrative Agent); provided that the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any Event of Default relating such documents and provide to Section 10.9 that has occurred and is continuing orthe Administrative Agent by electronic mail electronic versions (i.e., if in the opinion soft copies) of such accounting firm documents. Each Lender shall be solely responsible for timely accessing posted documents of such an Event document to it and maintaining its copies of Default has occurred and is continuing, a statement as to the nature thereof.such documents;

Annual Financial Statements. (i) As soon as available and in any event within 5 90 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required the Borrower obtains an extension from the SEC to be filed any 90-day filing requirement for filing its Form 10-K with the SECSEC by filing a Form 12b-25, on or before the date that is 90 days 120 days) after the end close of each such fiscal year)year of the Borrower, (1) the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted its Subsidiaries, in each case as at the end of such fiscal year, year and the related consolidated statements statement of operations operations, stockholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years year, and certified (or, in lieu of such audited financial statements the case of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified foregoing consolidated statements) by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and the Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 Sections 10.8, 10.9, 10.10 and 10.11 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that such certificate shall not be required if such accounting firm no longer provides such types of certificate for reasons other than such Default or Event of Default and (2) management’s discussion and analysis of the most important operational and financial developments during such fiscal year. To the extent that the financial statements required to be delivered to the Lenders pursuant to this Section 9.1(a) are filed electronically with the SEC through its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”), such financial statements shall be deemed to be delivered to the Lenders for purposes of this Section 9.1(a). (ii) As soon as available and in any event within 60 days (or, in the case of any audited statements and risk-based capital reports required to be delivered pursuant to this clause (ii), 180 days) after the close of each fiscal year of each Regulated Insurance Company, the Annual Statement of such Regulated Insurance Company (prepared in accordance with SAP) for such fiscal year and as filed with the Insurance Department of the state in which such Regulated Insurance Company is domiciled (together with any certifications or statements of such Regulated Insurance Company relating to such Annual Statement and any audited statements and risk-based capital reports, in each case which are required by such Insurance Department).

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or the Ontario Securities Commission or delivered to any permitted extensions) the holders of the Senior Credit Facilities (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Senior Credit Facilities, on or before the date that is 90 120 days after the end of each such fiscal year), the consolidated balance sheets sheet of the Borrower Holdings and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (oryear, in lieu of and containing a footnote to such audited financial statements of the Borrower that includes consolidating balance sheet, income statement and the Restricted cash flow financial statement information for Holdings and its Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public chartered accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower Holdings or any of the its Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerHoldings and its Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 or 10.10 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Financial Statements. As soon as available and available, but in any event within 5 90 days after (or in the event that a request for an extension of the required filing date on which such financial statements are required to be filed for the Form 10-K with the SEC (after giving effect to of any permitted extensions) (or, if such Person whose consolidated financial statements are not required to be filed with include the SECfinancial results of the Borrower has been timely filed, on or before the date that is 90 days last day of such requested extension period, but in no event later than 105 days) after the end of each such fiscal year)Fiscal Year of Borrower, a copy of the consolidating and consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year and the related consolidating and consolidated statements of income and of cash flows for such year, and setting forth in each case in comparative form the related figures for the previous year and such consolidated statements shall be accompanied by a balance sheet as of operations such date, and a statement of income and cash flows for such fiscal yearperiod, setting forth comparative consolidated figures reflecting on a 158 combined basis, for Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the preceding fiscal years (or, in lieu consolidating entries for each of such audited types of Subsidiaries; all such financial statements of the Borrower shall be complete and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower correct in all material respects and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and shall be prepared in accordance with GAAPGAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by the accountants preparing such statements or the Responsible Financial Officer, as the case may be, and disclosed therein) and, in each casethe case of the consolidated financial statements referred to in this Section 7.1(b), certified accompanied by a report thereon of Deloitte & Touche LLP or such other independent certified public accountants of recognized national standing whose opinion standing, which report shall not be qualified as to the scope of audit contain no “going concern” or as to the status of the Borrower like qualification or exception or any qualification and shall state that such financial statements present fairly the financial position of Borrower and its Subsidiaries as at the Material Subsidiaries (or group dates indicated and the results of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together their operations and cash flow for the periods indicated in any event conformity with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofGAAP.

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or delivered to any permitted extensions) the holders of the Senior Notes (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Senior Notes, on or before the date that is 90 120 days after the end of each such fiscal year), (A) the consolidated balance sheets of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit (except with respect to any Government Business Subsidiary) or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and the Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 11 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, and (B) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (A), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole. The filing by Intelsat S.A. or any other direct or indirect parent entity of the Borrower of its Form 20-F or Form 10-K (or any successor or comparable forms) with the SEC as at the end of and for any fiscal year, reported on as aforesaid, shall be deemed to satisfy the obligations under the reporting portion of this paragraph with respect to such year so long as such filing includes (i) a consolidating footnote setting forth the consolidated balance sheets of the Borrower and the Subsidiaries as at the end of such fiscal year, and the related consolidated statement of operations and cash flows for such fiscal year, (ii) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (in the case of a Form 10-K) or an “Operating and Financial Review and Prospects” discussion (in the case of a Form 20-F) that includes a reasonably detailed analysis of the operating results and financial condition (considered separately from the other Subsidiaries of Intelsat S.A., where material) of the Borrower and its Subsidiaries; provided that such detailed analysis of the Borrower and its Subsidiaries shall not be required if Intelsat S.A.’s only material operations or assets in addition to the Borrower and its Subsidiaries includes one or more businesses, each of which discloses a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or an “Operating and Financial Review and Prospects” discussion for such companies or substantially similar disclosure required by a non-U.S. jurisdiction (considered separately from other Subsidiaries of Intelsat S.A.) publicly on or through the website of Intelsat S.A. or through the ▇▇▇▇▇ system and (iiiii) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clausesclause (i) and (ii), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC ninety (after giving effect to any permitted extensions90) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year)Fiscal Year of Borrower, (a) the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case its Consolidated Subsidiary as at the end of such fiscal year, Fiscal Year and the related consolidated statements of operations income, of stockholders' equity and of cash flows for such fiscal yearFiscal Year, (b) the balance sheet of the Borrower (on a stand alone basis) as at the end of such Fiscal Year and the related statements of income, of stockholder's equity and of cash flows for such Fiscal Year, and (c) the consolidating balance sheet of the Borrower and its Consolidated Subsidiary as at the end of such Fiscal Year and the related consolidating statements of income, of stockholders' equity and of cash flows for such Fiscal Year; in each case prepared in accordance with GAAP consistently applied and setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAPFiscal Year, and, in each casethe case of such consolidated financial statements, certified examined by Schmidt, Raines, Trieste, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇.▇. or another firm of independent certified public accountants of recognized national standing satisfactory to Lender whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) its Consolidated Subsidiary as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its Subsidiary, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that which has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof. As soon as available and in any event (a) within ninety (90) days after the close of each Fiscal Year of ABCIC, the Annual Statement of ABCIC for such Fiscal Year as filed with the insurance commissioner (or similar authority) in ABCIC's state of domicile, together with within ninety (90) days after the close of each Fiscal Year of ABCIC, the opinion thereof of the Chief Financial officer of Borrower stating that such Annual Statement presents the financial condition and results of operations of ABCIC in accordance with SAP, (b) within thirty (30) days of a receipt of an actuarial report but in no event later than one hundred fifty (150) days after the close of each Fiscal Year of ABCIC, the opinion of Schmidt, Raines, Trieste, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇.▇. or another firm of certified public accountants satisfactory to Lender, who shall have examined such Annual Statement and whose opinion shall not be qualified as to the scope of audit or as to the status of ABCIC as a going concern.

Annual Financial Statements. As Furnish Lender as soon as available but in no event later than one hundred twenty (120) days provided no Event of Default has occurred and in any event within 5 is continuing or ninety (90) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days at all other times after the end of each fiscal year of Borrower, audited financial statements of Borrower including, but not limited to, statements of income, equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year), the consolidated balance sheets of the Borrower year and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrower and satisfactory to Lender (the related consolidated statements "Accountants"), together with a comparison of operations and cash flows for the actual results during such fiscal year to those originally budgeted by Borrower prior to the beginning of such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (oralong with management's discussion and analysis of variances, as provided in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate Section 9.12 hereof. The report of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted shall be accompanied by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 that has occurred and is continuing or, if in the opinion a statement of such accounting firm certifying that they have caused the Agreement to be reviewed in making the examination upon which such report was based, and either no information came to their attention which to their knowledge constituted an Event of Default has or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature when it occurred and whether it is continuing. In addition, the reports shall be accompanied by a statement as certificate of Borrower's Chief Financial Officer which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the nature thereofcase, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrower with respect to such event.

Annual Financial Statements. (i) As soon as available and in any event within 5 100 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end close of each such fiscal year)year of the Borrower, (x) the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted its Subsidiaries, in each case case, as at the end of such fiscal year, year and the related consolidated statements of operations income, of stockholders' equity and of cash flows for such fiscal year and (y) the consolidating balance sheet of the Borrower and each of its Subsidiaries as at the end of the fiscal year and the related consolidating statements of income, of stockholders' equity and of cash flows for such fiscal year, ; in each case prepared in accordance with GAAP and setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAPyear, and, in each casethe case of such consolidated statements, certified examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material and its Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standardsGAAP, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 that which has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof. (ii) As soon as available and in any event within 90 days after the close of each fiscal year of each Regulated Insurance Company, the Annual Statement (prepared in accordance with SAP) for such fiscal year of such Regulated Insurance Company, as filed with the Applicable Insurance Regulatory Authority in compliance with the requirements thereof (or a report containing equivalent information for any Regulated Insurance Company not so required to file the foregoing with the Applicable Insurance Regulatory Authority) together with the opinion thereon of the Chief Financial Officer or other Authorized Officer of such Regulated Insurance Company stating that such Annual Statement presents fairly in all material respects the financial condition and results of operations of such Regulated Insurance Company in accordance with SAP. (iii) As soon as available and in any event within 90 days after the close of each fiscal year of the Borrower, a copy of the "Statement of Actuarial Opinion" and "Management Discussion and Analysis" for each Regulated Insurance Company (prepared in accordance with SAP) for such fiscal year and as filed with the Applicable Regulatory Insurance Authority in compliance with the requirements thereof (or a report containing equivalent information for any Regulated Insurance Company not so required to file the foregoing with the Applicable Regulatory Insurance Authority).

Annual Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal yearyear (120 days in the case of the fiscal year ending June 30, 2012)), the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations operations, shareholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each caseexcept with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially qualified as to with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the scope of audit or as to the status occurrence of the Borrower Maturity Date within one year from the date such opinion is delivered or (y) any of potential inability to satisfy the Material Subsidiaries (Financial Performance Covenant on a future date or group of Subsidiaries that together would constitute in a Material Subsidiary) as a going concernfuture period), together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 the Financial Performance Covenant 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 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials are accompanied by an opinion of an independent registered public accounting firm of recognized national standing, which opinion shall not be materially qualified with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the occurrence of the Maturity Date within one year from the date such opinion is delivered or (y) any potential inability to satisfy the Financial Performance Covenant on a future date or in a future period).

Annual Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed in accordance with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are then applicable law and not required to be filed with the SEC, on or before the date that is later than 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2021, its audited consolidated balance sheet and related statements of operations, members’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year), all reported on by KPMG LLP or other independent public accountants of recognized national standing or otherwise acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than a “going concern” or other qualification or exception that results solely from (i) the Maturity Date or the maturity date of any other Debt being scheduled to occur within one year from the time such opinion is delivered, (ii) any potential inability to satisfy any financial covenant in this Agreement or in any other documentation governing Debt permitted under Section 9.02 on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary) to the effect that such consolidated balance sheets financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05). Notwithstanding the Subsidiaries and, if differentforegoing, the Borrower and obligations set forth in this Section 8.01(a) may be satisfied with respect to the Restricted Subsidiaries, in each case as at the end delivery of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and its Consolidated Restricted Subsidiaries by furnishing to the Restricted SubsidiariesAdministrative Agent and each Lender: (A) the audited consolidated balance sheet and related statements of operations, a detailed reconciliationpartners’ equity and cash flows of either (1) prior to the IPO Effective Date, reflecting Kimmeridge Mineral Fund or (2) from and after the IPO Effective Date, Pubco for such financial information period as of the end of and for the Borrower and the Restricted Subsidiariessuch year, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, setting forth in each case, certified where available, in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent certified public accountants of recognized national standing whose opinion shall not be qualified or otherwise acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than a “going concern” or as other qualification or exception that results solely from (A) (i) the Maturity Date or the maturity date of any other Debt permitted under Section 9.02 being scheduled to occur within one year from the time such opinion is delivered, (ii) any potential inability to satisfy any financial covenant in this Agreement or in any other documentation governing Debt permitted under Section 9.02 on a future date or in a future period or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)) to the status effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of such Person and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05) and (B) concurrently with the financial information required by this clause (a), the Borrower shall provide a reasonably detailed presentation of the consolidated financial position and results of operations of Pubco as of the end of and for such fiscal year which financial presentation shall exclude the financial position and results of operations of any Person other than the Borrower and its Consolidated Restricted Subsidiaries and be certified by a Financial Officer of the Borrower or any as fairly presenting in all material respects such consolidated financial condition and results of operations as of the Material Subsidiaries (or group end of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of and for such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereoffiscal year.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 120 days after the end of each such fiscal year)Fiscal Year of the Borrower, the audited consolidated and unaudited consolidating statements of income, stockholders’ equity, changes in financial position and cash flow of (i) the Borrower and its consolidated Subsidiaries and (ii) the MLP and its Subsidiaries for such Fiscal Year, and the related audited consolidated and unaudited consolidating balance sheets of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case MLP and its Subsidiaries as at the end of such fiscal yearFiscal Year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth in each case in comparative consolidated form the corresponding figures for the preceding fiscal years Fiscal Year, and accompanied by either (or, in lieu of such i) with respect to any audited financial statements statements, the related opinion of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose acceptable to the Administrative Agent which opinion shall state that said financial statements fairly present, in all material respects, the consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries and the MLP and its Subsidiaries as at the end of, and for, such Fiscal Year and that such financial statements have been prepared in accordance with GAAP except for such changes in such principles with which the independent public accountants shall have concurred and such opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute contain a Material Subsidiary) as a “going concern” or like qualification or exception, together in any event with and a certificate of such accounting firm accountants stating that that, in making the course examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards any Default or (ii) performing certain other procedures permitted by professional standardswith respect to any unaudited financial statements, the certificate of a Responsible Officer, which certificate shall state that said financial statements fairly present, in all material respects, the consolidating financial condition and results of operations of the Borrower and its consolidated Subsidiaries and the MLP and its Subsidiaries in accordance with GAAP, as at the end of, and for, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofperiod.

Annual Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC ninety (after giving effect to any permitted extensions90) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year)year of Borrower, beginning with the fiscal year ending December 31, 2023, a consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at of the end of such fiscal year, and the related consolidated statements of operations and income, cash flows and stockholders’ equity for such fiscal year, setting forth in each case in comparative consolidated form the figures for the preceding previous fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all in reasonable detail and prepared in accordance with GAAPApplicable Accounting Standards, and, in each case, certified with such consolidated financial statements to be audited and accompanied by (x) a report and opinion of B▇▇▇▇▇▇▇’s independent certified public accountants accounting firm of recognized national standing whose (which report and opinion shall be prepared in accordance with Applicable Accounting Standards and shall not be qualified subject to any qualification as to the “going concern” or scope of audit or audit), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower and its Subsidiaries as to the status of the Borrower or any of dates and for the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted periods specified in accordance with U.S. generally accepted auditing standards or Applicable Accounting Standards, and (iiy) performing certain other procedures permitted by professional standardsif and only if Borrower is required to comply with the internal control provisions pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 requiring an attestation report of such independent certified public accounting firm, an attestation report of such independent certified public accounting firm has obtained no knowledge of any Event of Default relating as to Borrower’s internal controls pursuant to Section 10.9 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 attesting to management’s assessment that has occurred and is continuing orsuch internal controls meet the requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; provided, if in the opinion however, that Borrower shall be deemed to have made such delivery of such accounting firm consolidated financial statements if such an Event of Default has occurred and is continuing, a statement as to consolidated financial statements shall have been made available within the nature thereof.time period specified above on the SEC’s E▇▇▇▇ system (or any successor system adopted by the SEC);

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC ninety (after giving effect to any permitted extensions90) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year)year of the Borrower: (A) consolidated statements of income, the consolidated balance sheets stockholders' equity and cash flows of the Borrower and its Subsidiaries for such fiscal year and (B) the Subsidiaries and, if different, related consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in comparative form the corresponding consolidated figures for the preceding fiscal year, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower and its Subsidiaries, as at the end of, and for, such fiscal year in accordance with GAAP, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default; and (ii) (A) consolidated statements of income and cash flows of the Borrower and its Restricted SubsidiariesSubsidiaries and (B) the related consolidated balance sheet of the Borrower and its Restricted Subsidiaries combined in significant groups, in each case as at the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth in comparative form the corresponding consolidated figures for the preceding fiscal years (oryear, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified accompanied by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business a Responsible Officer of the Borrower, which audit was conducted certificate shall state that such consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower and its Restricted Subsidiaries as combined or of the Borrower and its Restricted Subsidiaries, as the case may be, and such consolidated financial statements fairly present the respective financial condition and results of operations of the Borrower and its Restricted Subsidiaries, in accordance with U.S. generally accepted auditing standards or GAAP consistently applied, as at the end of and for such period (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating subject to Section 10.9 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.normal year-end audit adjustments); and

Annual Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each Fiscal Year of Borrower (or in the event that a request for an extension of the required filing date for Borrower’s Form 10-K with the SEC has been timely filed, the last day of such fiscal yearrequested extension period, but in no event later than 105 days), a copy of the consolidating and consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year and the related consolidating and consolidated statements of income and of cash flows for such year, and setting forth in each case in comparative form the related figures for the previous year and such consolidated statements shall be accompanied by a balance sheet as of operations such date, and a statement of income and cash flows for such fiscal yearperiod, setting forth comparative consolidated figures reflecting on a combined basis, for Restricted Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the preceding fiscal years (or, in lieu consolidating entries for each of such audited types of Subsidiaries; all such financial statements of the Borrower shall be complete and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower correct in all material respects and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and shall be prepared in accordance with GAAPGAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by the accountants preparing such statements or the Responsible Financial Officer, as the case may be, and disclosed therein) and, in each casethe case of the consolidated financial statements referred to in this Section 7.1(b), certified accompanied by a report thereon of Deloitte & Touche or such other independent certified public accountants of recognized national standing whose opinion standing, which report shall not be qualified contain no “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or and shall state that such financial statements present fairly the financial position of Borrower and its Subsidiaries as to at the status dates indicated and the results of their operations and cash flow for the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together periods indicated in any event conformity with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofGAAP.

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or the Ontario Securities Commission or delivered to any permitted extensions) the holders of the Refinancing Notes (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Refinancing Notes, on or before the date that is 90 120 days after the end of each such fiscal year), the consolidated balance sheets sheet of the Borrower Holdings and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (oryear, in lieu of and containing a footnote to such audited financial statements of the Borrower that includes consolidating balance sheet, income statement and the Restricted cash flow financial statement information for Holdings and its Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public chartered accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower Holdings or any of the its Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerHoldings and its Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 or 10.10 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Financial Statements. As soon as available available, and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 120 days after the end of each such fiscal year)year of the Borrower, the a consolidated balance sheets sheet and income statement of the Borrower Holdings and the Subsidiaries and, if different, the Borrower and the Restricted its Consolidated Subsidiaries, in each case as at of the end of such fiscal year, and the related consolidated statements statement of operations and retained earnings and consolidated statement of cash flows for such fiscal year, setting forth in comparative form consolidated figures for the preceding fiscal years year and corresponding figures from the annual forecast, all such financial statements to be in reasonable form and detail and (or, in lieu the case of such consolidated financial statements) audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified as or limited in any material respect; provided, a qualification or exception may be included in any audit report for any period ending within the twelve (12) month period preceding the Term Loan Maturity Date to the scope extent such qualification is made solely as a result of audit or such Term Loan being reported as short term indebtedness) to the status effect that such consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial position and consolidated results of operations and cash flows of Holdings and its Consolidated Subsidiaries in accordance with GAAP consistently applied (except for changes with which such accountants concur) and accompanied by a written statement by the Borrower or any of accountants reporting on compliance with this Agreement to the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating effect that in the course of either the audit upon which their opinion on such financial statements was based (i) its regular but without any special or additional audit of procedures for the consolidated business of the Borrowerpurpose), which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has they obtained no knowledge of any Event of Default no condition or event relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such financial matters which constitutes a Default or an Event of Default has occurred or, if such accountants shall have obtained in the course of such audit knowledge of any such Default or Event of Default, disclosing in such written statement the nature and is continuingperiod of existence thereof, a statement as it being understood that such accountants shall be under no liability, directly or indirectly, to the nature thereofLenders for failure to obtain knowledge of any such condition or event.

Annual Financial Statements. As soon as available and in any event Furnish Agent within 5 days after the date on which such financial statements are required to be filed with the SEC one hundred (after giving effect to any permitted extensions100) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each fiscal year of Borrowers (except in case of the fiscal year of the Borrowers ended June 30, 2006, within one hundred twenty (120) days after the end of such fiscal yearyear of the Borrowers), financial statements of Borrowers on a consolidated basis, at the consolidated balance sheets Parent level, including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the Borrower current fiscal year to the end of such fiscal year and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case balance sheet as at the end of such fiscal year, including supplemental schedules to reflect the consolidating balance sheet and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)income, all in reasonable detail and prepared in accordance with GAAP, and, GAAP (subject to the standards in each case, certified Section 6.9 hereof) and reported upon without qualification by an independent certified public accountants of recognized national standing whose opinion shall not be qualified as accounting firm selected by Borrowers and satisfactory to Agent (the scope of audit or as to the status “Accountants”). The report of the Borrower or any Accountants shall be accompanied by a statement of the Material Subsidiaries (Accountants certifying that to their knowledge no Event of Default under Sections 6.5, 6.6 or group 7.6 of Subsidiaries this Agreement then existed as of the date of such report, based on items that together would constitute a Material Subsidiary) as a going concernare examined or reported by the normal audit procedures of the accounting firm used in preparing the financial reports and specifying any such Event of Default, together in any event with if applicable. In addition, the reports shall be accompanied by a certificate of such accounting firm stating that in the course of either (i) its regular audit each Borrower’s Chief Financial Officer or Treasurer on behalf of the consolidated business Borrowers which shall state that, based on an examination of the such reports undertaken in a manner that is consistent with his duties as an officer of such Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards no Default or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 that has occurred and is continuing exists, or, if in such is not the opinion of case, specifying such accounting firm such an Default or Event of Default has occurred and whether it is continuingcontinuing and the steps being taken by such Borrower with respect to such event, a statement as to and such certificate shall have appended thereto calculations which set forth Borrowers’ compliance with the nature thereofrequirements or restrictions imposed by Sections 6.5, 6.6 and 7.6 hereof.

Annual Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or delivered to any permitted extensions) the holders of the Senior Notes (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Senior Notes, on or before the date that is 90 120 days after the end of each such fiscal year), the consolidated balance sheets sheet of the Borrower and the Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements statement of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and the Material Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Default or Event of Default relating to Section 10.9 or 10.10 that has occurred and is continuing or, if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof. Notwithstanding the foregoing, in the event any direct or indirect parent company of the Borrower guarantees the Obligations on terms reasonably satisfactory to the Administrative Agent and the Borrower, the obligations in this paragraph shall be satisfied with respect to financial information of the Borrower and its Restricted Subsidiaries by furnishing financial information relating to such parent, provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.

Annual Financial Statements. As soon as available and in any event within 5 Within ninety (90) calendar days after the date on which such close of each fiscal year, Borrower must prepare and deliver to each Lender and Administrative Agent (i) a complete set of audited annual consolidated financial statements are of each of Borrower and the Guarantor (and their respective Subsidiaries) (with accompanying notes and consolidating schedules), and (ii) unaudited consolidating financial statements for each of Borrower and Guarantor (and their respective Subsidiaries). Such financial statements (a) must include the types of financial statements and information required on a quarterly basis under this Section 4.2, and (b) must be prepared in accordance with GAAP consistently applied, and (c) as to the consolidated financial statements, must be filed certified without qualification by PriceWaterhouse or another independent certified public accounting firm satisfactory to Administrative Agent. Together with the SEC annual financial statements, each Lender and Administrative Agent must also receive (after giving effect A) all related management letters prepared by such accountants and an audit report or opinion signed by such accountants pursuant to any permitted extensions) (or, if a reliance letter delivered to such accountants for the benefit of the Lenders reasonably satisfactory to Administrative Agent stating that the financial statements are not required to be filed with fairly present the SECconsolidated financial condition, on or before results of operations and cash flows of Borrower and the Guarantor (and their respective Subsidiaries), as the case may be, as of the date thereof and for the periods covered, (B) a certificate (in the form attached as Exhibit 4.2) executed by the President, the Chief Financial Officer, the Treasurer, the Senior Vice President, Corporate Finance or such other senior executive officer of Borrower as is reasonably acceptable to Administrative Agent (a) stating that is 90 days after the financial statements fairly present the financial condition, results of operations and cash flows of Guarantor and Borrower (and their respective Subsidiaries), as the case may be, as of the date thereof and the for the periods covered thereby (subject to year end adjustments), and (b) providing a reconciled calculation demonstrating compliance with each financial covenant and ratio under Section 4.1 hereof and the covenants contained in Sections 5.7g-h. and 5.14 (using the form attached as Exhibit 4.2 hereto), and (c) calculating, as of the end of each such fiscal year)period, the consolidated balance sheets then-current amount of the Borrower Available Credit Portion (using the form attached as Exhibit 4.2, and (d) certifying the Subsidiaries and, if different, the Borrower amount of any Subordinated Indebtedness paid during such fiscal period and the Restricted Subsidiaries, in each case (e) a description (by amount and payee) of all outstanding Funded Debt as at the end of such fiscal year, period and (f) certifying that as of the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu date of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall certificate there is not be qualified as to the scope of audit any existing Default or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 that has occurred and is continuing or, if in the opinion of such accounting firm such an Default or Event of Default has occurred and is continuingexists, a statement as to specifying the nature thereofthereof and (g) providing a reconciliation between the provision for federal and state income taxes appearing in such financial statements and the federal and state income tax paid in cash amount used in calculating Fixed Charges for such period and (C) a comparison of such financial statements with the Projections for such period of the current fiscal year and a comparison of such financial statements with the corresponding period of the previous fiscal year.

Annual Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 Within 120 days after the end of each such fiscal year), beginning with the fiscal year ending December 31, 2020, the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statements of operations income, operations, shareholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each caseexcept with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially qualified as with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the occurrence of the Maturity Date within one year from the date such opinion is delivered or (y) any potential inability to satisfy the scope Financial Performance Covenants on a future date or in a future period). Notwithstanding the foregoing, the obligations in this Section 9.1(a) may be satisfied with respect to financial information of audit the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of the Parent or as to the status any other direct or indirect parent of the Borrower or any of (B) the Material Subsidiaries Parent’s or Borrower’s (or group any direct or indirect parent thereof), as applicable, Form 10- K filed with the SEC; provided that, with respect to each of Subsidiaries that together would constitute a Material Subsidiaryclauses (A) as a going concernand (B), together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of to the consolidated business extent such information relates to the Parent or another parent of the Borrower, which audit was conducted such information is accompanied by consolidating information that explains in accordance with U.S. generally accepted auditing standards or reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand and (ii) performing certain other procedures permitted by professional standardsto the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials are accompanied by an opinion of an independent registered public accounting firm has obtained no knowledge of recognized national standing, which opinion shall not be materially qualified with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the occurrence of the Maturity Date within one year from the date such opinion is delivered or (y) any Event of Default relating potential inability to Section 10.9 that has occurred and is continuing or, if satisfy the Financial Performance Covenants on a future date or in the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereoffuture period).

Annual Financial Statements. (i) As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end close of each such fiscal year)year of the Borrower, the consolidated and consolidating balance sheets of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal year, year and the related consolidated and consolidating statements of operations income, of stockholder's equity and of cash flows for such fiscal year, ; in each case setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAPyear, and, in each casethe case of such consolidated financial statements, certified examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material its Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, nothing came to the attention of such accounting firm has obtained no knowledge of which would lead it to believe that any Default or Event of Default relating resulting from a failure to comply with the covenants set forth in Section 10.9 that 7.08, 7.09 and/or 7.10 has occurred and is continuing or, or if in the opinion of such accounting firm such an a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof. (ii) As soon as available and in any event within 60 days after the close of each fiscal year of the Borrower, the Annual Statement and the "Statement of Actuarial Opinion" of each Regulated Insurance Company (prepared in accordance with SAP) for such fiscal year and as filed with the Applicable Regulatory Insurance Authority, together with the opinion thereon of the Chief Financial Officer or other Authorized Officer of the Borrower stating that such Annual Statement presents the financial condition and results of operations of such Regulated Insurance Company in accordance with SAP. (iii) As soon as available and in any event within 120 days after the close of each fiscal year of the Borrower, a copy of the "Management Discussion and Analysis" for each Regulated Insurance Company (prepared in accordance with SAP) for such fiscal year and as filed with the Applicable Regulatory Insurance Authority in compliance with the requirements thereof (or a report containing equivalent information for any Regulated Insurance Company not so required to file the foregoing with the Applicable Regulatory Insurance Authority).

Annual Financial Statements. As soon as available and in any event within 5 days after On or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal yearFiscal Year (or, in the case of financial statements for the Fiscal Year during which the Conversion Date occurs, on or before the date that is 120 days after the end of such Fiscal Year)), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such fiscal yearFiscal Year, and the related consolidated statements of operations and cash flows for such fiscal yearFiscal Year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all in 178 reasonable detail and prepared in accordance with GAAP, GAAP in all material respects and, in each case, except with respect to any such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material and its consolidated Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concernconcern (other than any exception or qualification that is a result of (x) a current maturity date of any Indebtedness or (y) any actual or prospective default of a financial maintenance covenant), together in any event with a certificate all of such accounting firm stating that in the course of either which shall be (i) its regular audit certified by an Authorized Officer of the consolidated business Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the BorrowerBorrower and its consolidated Subsidiaries(or Holdings or an indirect parent of the Borrower and its consolidated Subsidiaries, which audit was conducted as the case may be) in accordance with U.S. generally accepted auditing standards or GAAP in all material respects, subject to changes resulting from audit, normal year-end audit adjustments and absence of footnotes and (ii) performing certain other procedures permitted accompanied by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 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 thereofNarrative Report with respect thereto.

Annual Financial Statements. As (i) Prior to a Qualified IPO, as soon as available and available, but in any event within 5 in accordance with then applicable law and not later than 20 days after the date on which such financial statements are required to be filed QRI files its Annual Report on Form 10-K with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 but in no event more than 120 days after the end of each such the applicable fiscal year), (A) the Borrower’s audited consolidated balance sheets sheet and related statements of operations, stockholders’ equity and cash flows as of the Borrower end of and for the Subsidiaries andfiscal year most recently ended, if different, the Borrower and the Restricted Subsidiaries, setting forth in each case as at in comparative form the end of such figures for the previous fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, all reported on the one hand, and the Borrower and the Subsidiaries, on the by Deloitte & Touche LLP or other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of audit such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower (or, from and after the New Parent Joinder, New Parent) and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (B) upon the written request of the Administrative Agent, the Borrower’s unaudited consolidating balance sheet and related statements of operations as of the end of and for the fiscal year most recently ended (which consolidating statements shall also demonstrate eliminating entries, if any, with respect to any Consolidated Subsidiaries that are Unrestricted Subsidiaries). (ii) From and after a Qualified IPO, as soon as available, but in any event in accordance with then applicable law and not later than 20 days after the date on which New Parent files its Annual Report on Form 10-K with the SEC (or applicable Canadian equivalent) (but in no event more than 120 days after the end of the applicable fiscal year), (A) the New Parent’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for the fiscal year most recently ended, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the status scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower or any of the Material New Parent and its Consolidated Subsidiaries (or group of Subsidiaries that together would constitute on a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted basis in accordance with U.S. generally accepted auditing standards or GAAP consistently applied and (iiB) performing certain other procedures permitted by professional standardsupon the written request of the Administrative Agent, such accounting firm has obtained no knowledge the New Parent’s unaudited consolidating balance sheet and related statements of any Event operations as of Default relating to Section 10.9 that has occurred the end of and is continuing orfor the fiscal year most recently ended (which consolidating statements shall also demonstrate eliminating entries, if in the opinion of such accounting firm such an Event of Default has occurred and is continuingany, a statement as with respect to the nature thereofany Consolidated Subsidiaries that are Unrestricted Subsidiaries).

Annual Financial Statements. As soon as available and available, but in any event within 5 days after not later than the earlier of the date in each fiscal year on which such financial statements are the Borrower is required to be filed file its Annual Report on form 10-K with the SEC (after giving effect to any permitted extensionsextensions obtained by the Borrower) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year), the consolidated balance sheets year of the Borrower and the Subsidiaries Borrower, its audited consolidated (and, if different, the Borrower and the Restricted there are any Unrestricted Subsidiaries, in each case unaudited consolidating) balance sheet and related statements of operations, stockholders’ equity and cash flows as at of the end of such fiscal year, and the related consolidated statements of operations and cash flows for such fiscal year, setting forth in each case in comparative consolidated form the figures for the preceding previous fiscal years (oryear, in lieu all reported on by a firm of such audited financial statements of the independent public accountants proposed by Borrower and approved by the Restricted Subsidiaries, Administrative Agent (without a detailed reconciliation, reflecting such financial information for the Borrower “going concern” or like qualification or exception and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified without any qualification or exception as to the scope of audit or as such audit) to the status effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower or and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, concurrently with the Material Subsidiaries financial information required by this clause (or group of Subsidiaries that together would constitute a), the Borrower shall provide a Material Subsidiary) as a going concern, together in any event with a certificate of such accounting firm stating that in the course of either (i) its regular audit reasonably detailed presentation of the consolidated business financial position and results of operations of the Borrower, Borrower and its Restricted Subsidiaries as of the end of and for such fiscal year which audit was conducted financial presentation shall exclude the financial position and results of operations of the Unrestricted Subsidiaries and be certified by a Financial Officer of the Borrower as fairly presenting in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, all material respects such accounting firm has obtained no knowledge consolidated financial position and results of any Event operations as of Default relating to Section 10.9 that has occurred the end of and is continuing or, if in the opinion of for such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereoffiscal year.

Annual Financial Statements. As soon as available and in any event within 5 days Within five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 105 days after the end of each such fiscal year), the audited consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted SubsidiariesDomestic Subsidiaries and, in each case as at the end of such fiscal year, and the related consolidated statements of operations operations, shareholders’ equity and cash flows for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Domestic Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Domestic Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all in reasonable detail reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) and Restricted Subsidiaries that are not Restricted Domestic Subsidiaries (if any) from such consolidated financial statements) prepared in accordance with GAAP, and, in each caseexcept with respect to such reconciliation, certified by independent certified public accountants of recognized national standing whose opinion shall not be materially qualified as to with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the scope of audit or as to the status occurrence of the Borrower Maturity Date or the maturity date of the Junior Lien Notes, the Stone Energy Notes or any of other Permitted Additional Debt within one year from the Material Subsidiaries date such opinion is delivered or (y) any potential inability to satisfy a Financial Performance Covenant on a future date or group of Subsidiaries that together would constitute in a Material Subsidiary) as a going concernfuture period), together in any event event, if the accounting firm is not restricted from providing such a certificate by its policies, with a certificate of such accounting firm stating that in the course of either (i) its regular audit of the consolidated business of the BorrowerBorrower and its consolidated Subsidiaries, which audit was conducted in accordance with U.S. generally accepted auditing standards or (ii) performing certain other procedures permitted by professional standards, such accounting firm has obtained no knowledge of any Event of Default relating to Section 10.9 a Financial Performance Covenant 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 9.1(a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a Parent Entity of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Entity and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Domestic Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under the first sentence of this Section 9.1(a), such materials are accompanied by an opinion of an independent registered public accounting firm of recognized national standing, which opinion shall not be materially qualified with a “going concern” or like qualification or exception (other than with respect to, or resulting from, (x) the occurrence of the Maturity Date or the maturity date of the Junior Lien Notes, the Stone Energy Notes or any other Permitted Additional Debt within one year from the date such opinion is delivered or (y) any potential inability to satisfy a Financial Performance Covenant on a future date or in a future period).

Annual Financial Statements. As soon as available available, and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year)year of the Borrower, the consolidated balance sheets Borrower will deliver, or cause to be delivered, to the Lender, the Borrower's audited financial statements with the unqualified opinion of independent certified public accountants selected by the Borrower and acceptable to the Subsidiaries andLender, if different, which annual financial statements shall include the Borrower and the Restricted Subsidiaries, in each case Borrower's balance sheet as at the end of such fiscal year, year and the related consolidated statements of operations the Borrower's income, retained earnings and cash flows for such the fiscal yearyear then ended, setting forth comparative prepared on a consolidated figures for the preceding fiscal years (or, in lieu of such audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)basis to include any Affiliates, all in reasonable detail and prepared in accordance with GAAP, together with (i) copies of all management letters prepared by such accountants; (ii) a report signed by such accountants stating that in making the investigations necessary for said opinion they obtained no knowledge, except as specifically stated, of any Default or Event of Default and all relevant facts in reasonable detail to evidence, and the computations as to, whether or not the Borrower is in compliance with the Financial Covenants; and (iii) a certificate of the Borrower's chief financial officer stating that such financial statements have been prepared in accordance with GAAP and whether or not such Officer has knowledge of the occurrence of any Default or Event of Default and, if so, stating in each casereasonable detail the facts with respect thereto. As soon as available, certified by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit or as to the status of the Borrower or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern, together and in any event within 90 days after the end of each fiscal year of the Borrower, the Borrower will deliver, or cause to be delivered, to the Lender, the Borrower's internally prepared financial statements for the Borrower's U.S. operations, prepared on a consolidating basis, which annual financial statements shall include the Borrower's balance sheet as at the end of such fiscal year and the related statements of the Borrower's income, retained earnings and cash flows for the fiscal year then ended, all in reasonable detail and prepared in accordance with GAAP, together with a certificate of such accounting firm the Borrower's chief financial officer stating that in the course of either (i) its regular audit of the consolidated business of the Borrower, which audit was conducted such financial statements have been prepared in accordance with U.S. generally accepted auditing standards GAAP and whether or (ii) performing certain other procedures permitted by professional standards, not such accounting firm Officer has obtained no knowledge of the occurrence of any Default or Event of Default relating to Section 10.9 that has occurred and is continuing orand, if so, stating in reasonable detail the opinion of such accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereoffacts with respect thereto.