Common use of Annual Statements Clause in Contracts

Annual Statements. within 90 days after the end of each fiscal year of the Borrower, duplicate copies of (i) a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operations, shareholders' equity and changes in financial position of the Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c);

Annual Statements. within 90 days after the end of each fiscal year Fiscal Year of the BorrowerCompany, duplicate copies of: (i) a consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as at the end of such yearFiscal Year, and (ii) consolidated statements of operationsincome, changes in shareholders' ’ equity and changes in financial position cash flows of the Borrower Company and its Consolidated Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, ; provided that the delivery within the time period specified above of the Borrower's Company’s Annual Report on Form 10-K 10‑K (the “Form 10‑K”) for such fiscal year Fiscal Year (together with the Borrower's Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, SEC shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsearnings, shareholders' stockholders’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the posting on its official website or delivery within the time period specified above of the Borrower's Company’s Annual Report on Form 10-K (including copies of each exhibit filed therewith) for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's ’s certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b), so long as such Report includes each of the financial statements (and the comparative historical figures) referred to above, provided, however, that any such report or document as contemplated by this Section 7.1(b) which has been posted to the Company’s official website with general access rights for the public shall be deemed to have been delivered to the holders of Notes as contemplated by this Section 7.1(b) so long as the Company has provided each holder of Notes prior notice, by electronic mail to the electronic address provided by such holder of Notes, of such posting;

Annual Statements. (i) within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of (iA) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, and (iiB) consolidated statements of operationsincome, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year; and (ii) within 120 days after the end of each fiscal year of Unitil, duplicate copies of (A) a consolidated balance sheet of Unitil and its Subsidiaries as at the end of such year, and (B) consolidated statements of income, changes in financial position shareholders’ equity and cash flows of the Borrower Unitil and its Subsidiaries for such year, setting forth in each case above in Section 7.1(b)(i) and Section 7.1(b)(ii) in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall state to the effect that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion report in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Annual Report on Unitil’s Form 10-K (the “Form 10-K”) for such fiscal year (together with the Borrower's Unitil’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance material compliance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b)(ii), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if Unitil shall have timely made Electronic Delivery thereof;

Annual Statements. within 90 120 days after the end of each fiscal year of the BorrowerParent Guarantor, duplicate copies of, (i) a consolidated balance sheet of the Borrower Parent Guarantor and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operations, shareholders' equity profit and changes in financial position loss and cash flows of the Borrower Parent Guarantor and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with Applicable GAAP, and accompanied by (A) an opinion thereon of independent certified public chartered accountants of recognized national international standing, which opinion shall state that such financial statements present fairly, in all material respects, give a true and fair view of the financial position of the companies being reported upon and their results of operations and cash flows financial performance for the applicable period and have been prepared in conformity with GAAPApplicable GAAP and other mandatory professional reporting requirements, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing Australian Auditing Standards (as such term is used and defined in such accountants’ opinion and as the wording of such accountants’ opinion may be updated or amended from time to time in accordance with industry practice and standards, and that such audit provides a reasonable basis for such opinion in the circumstances, ); and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared should have obtained knowledge thereof in making an audit in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(cgenerally accepted auditing standards or did not make such an audit);

Annual Statements. within 90 ninety (90) days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet statement of financial condition of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operations, shareholders' equity and changes in financial position members’ capital and cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAPboth generally accepted accounting principles in the United States of America consistently applied and GAAP consistently applied, and accompanied by (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAPboth generally accepted accounting principles in the United States of America consistently applied and GAAP consistently applied, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware, without making any independent investigation, of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared should have obtained knowledge thereof in making an audit in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(cgenerally accepted auditing standards or did not make such an audit);

Annual Statements. within 90 100 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i1) a consolidated and consolidating balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii2) consolidated and consolidating statements of operationsincome, changes in shareholders' ’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating provided that in making the examination necessary for certification of such financial statements pursuant to event the preceding subclause (A)Company becomes a reporting company under the Exchange Act, such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Company’s Annual Report on Form 10-K for such fiscal year (together with the Borrower's Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 90 105 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuingan audit), a statement as to the nature thereof, provided PROVIDED that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);

Annual Statements. As soon as available and in any event within 90 days after the end close of each fiscal year of the BorrowerCompany, duplicate copies of: (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at of the end close of such fiscal year, and (ii) consolidated statements of operationsearnings, shareholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries for such fiscal year, setting forth in each case setting forth in comparative form the consolidated figures for the previous preceding fiscal year, prepared all in accordance with GAAP, reasonable detail and accompanied by (A) an opinion by a report thereon of a firm of independent certified public accountants of recognized national standing, which opinion shall state standing selected by the Company to the effect that such the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the companies Company and its Subsidiaries as of the end of the fiscal year being reported upon on and their the consolidated results of the operations and cash flows and have been prepared for said year in conformity with GAAP, GAAP and that the examination of such accountants in connection with such financial statements has been made conducted in accordance with generally accepted auditing standards, standards and that included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as said accountants deemed necessary in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause paragraph (B7) abovebelow, shall be deemed to satisfy the requirements of this Section 5.1(cSECTION 5.16(a)(2);

Annual Statements. within 90 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' ’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the delivery within the time period specified above of the Borrower's Company’s Annual Report on Form 10-K for such fiscal year (together with the Borrower's Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's ’s certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c5.1(b);

Annual Statements. within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year Fiscal Year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' ’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) by an opinion thereon (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based, provided that such report may include references regarding audits performed by other auditors as contemplated by AU Section 543, Part of Audit Performed By Other Independent Auditors (or any successor or similar standard under GAAP)) of PricewaterhouseCoopers LLP or another independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Annual Report on Company’s Form 10-K for such fiscal year Fiscal Year (together with the Borrower's Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, SEC shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 90 120 days after the end of each fiscal year of the BorrowerParent, duplicate copies of, (i) a consolidated balance sheet of the Borrower Parent and its Subsidiaries Subsidiaries, including the Company, as at the end of such year, and (ii) consolidated statements of operationsincome, shareholders' changes in equity and changes in financial position cash flows of the Borrower Parent and its Subsidiaries Subsidiaries, including the Company, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies Parent and its Subsidiaries, including the Company, as of the specified dates being reported upon and their consolidated results of operations and cash flows for the respective periods specified and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the BorrowerParent's Annual Report on Form 10-K for such fiscal year (together with or the BorrowerParent's annual report to shareholdersstockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the such accountant's certificate described in subclause (B) aboveopinion, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);

Annual Statements. within 90 105 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operations, shareholdersstockholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and the other Financing Documents and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuingan audit), a statement as to the nature thereof, provided PROVIDED that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);

Annual Statements. within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuingan audit), a statement as to the nature thereof, provided PROVIDED that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);

Annual Statements. within 90 105 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operations, shareholderschanges in stockholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b) so long as such Report otherwise meets the requirements of this Section 7.1(b);

Annual Statements. within 90 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuingan audit), a statement as to the nature thereof, provided PROVIDED that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);

Annual Statements. within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, ; and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided an audit; PROVIDED that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);.

Annual Statements. within 90 105 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' ’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the delivery within the time period specified above of the Borrower's Company’s Annual Report on Form 10-K for such fiscal year (together with the Borrower's Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant's ’s certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);

Annual Statements. (i) within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of (iA) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, and (iiB) consolidated statements of operationsincome, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year; and (ii) within 120 days after the end of each fiscal year of Unitil, duplicate copies of (A) a consolidated balance sheet of Unitil and its Subsidiaries as at the end of such year, and (B) consolidated statements of income, changes in financial position shareholders’ equity and cash flows of the Borrower Unitil and its Subsidiaries for such year, setting forth in each case above in Section 7.1(b)(i) and Section 7.1(b)(ii) in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall state to the effect that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion report in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Annual Report on Unitil’s Form 10-K (the “Form 10-K”) for such fiscal year (together with the Borrower's Unitil’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance material compliance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b)(ii);, provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if Unitil shall have timely made Electronic Delivery thereof; Granite State Gas Transmission, Inc. Note Purchase Agreement

Annual Statements. within 90 100 days after the end of each fiscal year of the BorrowerGuarantor, duplicate copies of, (i) a consolidated balance sheet of the Borrower Guarantor and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operations, shareholders' equity operations and changes in financial position cash flows of the Borrower Guarantor and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making the examination necessary for certification their audit, they have become aware of such financial statements pursuant to the preceding subclause (Aany condition or event under Section 10.3(m), 10.4(a), 10.5, 10.6, 10.7 or 10.8(ii) of this Agreement that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the delivery within the time period specified above of the BorrowerGuarantor's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);

Annual Statements. within 90 105 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsincome, shareholders' changes in stockholder's equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared should have obtained knowledge thereof in making an audit in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(cgenerally accepted auditing standards or did not make such an audit);

Annual Statements. As soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, duplicate copies ofGuarantor, (i) a copies of consolidated and consolidating balance sheet sheets of the Borrower Guarantor and its Subsidiaries as at of the end of such fiscal year, and (ii) consolidated and consolidating statements of operationsincome, shareholderscommon stockholders' equity and changes in financial position cash flows of the Borrower Guarantor and its Subsidiaries for such fiscal year, setting forth all in each case in comparative form the figures for the previous fiscal yearreasonable detail, prepared in accordance with GAAP, and in each case setting forth in comparative form the consolidated and consolidating figures as of the end of and for the previous fiscal year and accompanied by (A) an opinion by a report thereon of a firm of independent certified public accountants of recognized national standing, which opinion shall state standing selected by the Guarantor to the effect that such the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the companies Guarantor and its Subsidiaries as of the end of the fiscal year being reported upon on and their the consolidated results of the operations and cash flows and have been prepared for said year in conformity with GAAP, generally accepted accounting principles and that the examination audit of such accountants in connection with such financial statements by such accountants has been made conducted in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (Bii) a certificate report of such independent public accountants with respect to the financial statements specified in the foregoing clause (i) stating that in making the examination necessary for certification of their report on such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default in the performance of any covenants under the Indenture or the Guaranty, or, if in the opinion they shall have obtained knowledge of any such accountants such a Default or Event of Default has occurred Default, specifying the same and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c);

Annual Statements. within 90 120 days after the end of each fiscal ----------------- year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the delivery within the time period specified above of the Borrower-------- Company's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);

Annual Statements. As soon as available and in any event within 90 days after the end close of each fiscal year of the BorrowerCompany, duplicate copies of: (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at of the end close of such fiscal year, and (ii) consolidated statements of operationsearnings, shareholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries for such fiscal year, setting forth in each case setting forth in comparative form the consolidated figures for the previous preceding fiscal year, prepared all in accordance with GAAP, reasonable detail and accompanied by (A) an opinion by a report thereon of a firm of independent certified public accountants of recognized national standing, which opinion shall state standing selected by the Company to the effect that such the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the companies Company and its Subsidiaries as of the end of the fiscal year being reported upon on and their the consolidated results of the operations and cash flows and have been prepared for said year in conformity with GAAP, GAAP and that the examination of such accountants in connection with such financial statements has been made conducted in accordance with generally accepted auditing standards, standards and that included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as said accountants deemed necessary in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause paragraph (B7) abovebelow, shall be deemed to satisfy the requirements of this Section 5.1(c5.16(A)(2);

Annual Statements. As soon as available, but in any event within 90 ninety (90) days after the end of each fiscal year of the BorrowerCompany, duplicate copies of: (i) a consolidated balance sheet sheets of the Borrower Company and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operationsincome, shareholders' stockholders’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the previous prior fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by: (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain a “going concern” or like qualification, or any exception or other qualification arising out of the scope of the audit, (B) a certificate of such accountants stating that they have reviewed this Agreement and, if applicable, stating further that based upon their work performed in making the connection with their examination necessary for certification of such financial statements pursuant to the preceding subclause (A)statements, such accountants have obtained no knowledge they are not aware of any Default or Event of Default specified in Section 11 or, if in applicable, the opinion corresponding section of the Indenture, or, if they are aware of any such Default or Event of Default, specifying the nature thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any such a Default or Event of Default has occurred and is continuingunless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards), and (C) a statement as to the nature thereof, provided that the delivery within the time period specified above certificate of the Borrower's Annual Report on Form 10-K for chief financial officer of the Company stating that such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the requirements therefor financial position of the Persons being reported on and filed with the SEC, together with the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements their results of this Section 5.1(c);operations and cash flows.

Annual Statements. within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsincome, shareholders' changes in partners’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, ; provided that the delivery within the time period specified above of the Borrower's Annual Report on MLP’s SEC Form 10-K for such fiscal year (together with the Borrower's Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSEC shall, together with so long as the accountant's certificate described in subclause only material operating entity and other assets held by the MLP are, and the only material liabilities of the MLP are liabilities of, the Company (B) aboveincluding, shall for this purpose, the Company’s Subsidiaries), be deemed to satisfy the requirements of this Section 5.1(c7.1(b); and provided, further, that the Company shall be deemed to have made such delivery of such SEC Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 90 days after the end of each fiscal year of the BorrowerLessee Guarantor, duplicate copies of, (iA) a consolidated balance sheet of the Borrower Lessee Guarantor and its Subsidiaries consolidated Subsidiaries, as at the end of such year, and (iiB) consolidated statements of operationsincome, changes in shareholders' equity and changes in financial position cash flows of the Borrower Lessee Guarantor and its Subsidiaries consolidated Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate report of such accountants stating that accountants, in accordance with professional standards, as to whether, in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A)their audit, such accountants have obtained no knowledge they became aware of any condition or event that caused them to believe that the Lessee or the Lessee Guarantor failed to comply with the terms, covenants, provisions or conditions of the Lease, in so far as they relate to accounting matters, that then constituted a Lease Default or a Lease Event of Default orDefault, and, if in the opinion of they are aware that any such accountants such a Default conditions or Event of Default has occurred and is continuingevent then exist, a statement as to specifying the nature thereof, provided that the delivery (i) within the time period specified above of the BorrowerLessee Guarantor's Annual Report on Form 10-K for such fiscal year (prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the Borroweraccountant's report described in clause (B) above and (ii) within 120 days after the end of such fiscal year of the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, Act shall be deemed to satisfy the requirements of this Section 5.1(c10.1(a)(ii);

Annual Statements. (i) within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of (iA) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, and (iiB) consolidated statements of operationsincome, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year; and (ii) within 120 days after the end of each fiscal year of Unitil, duplicate copies of (A) a consolidated balance sheet of Unitil and its Subsidiaries as at the end of such year, and (B) consolidated statements of income, changes in financial position shareholders’ equity and cash flows of the Borrower Unitil and its Subsidiaries for such year, setting forth in each case above in Section 7.1(b)(i) and Section 7.1(b)(ii) in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall state to the effect that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion report in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Annual Report on Unitil’s Form 10-K (the “Form 10-K”) for such fiscal year (together with the Borrower's Unitil’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance material compliance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b)(ii);, provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if Unitil shall have timely made Electronic Delivery thereof; Northern Utilities, Inc. Note Purchase Agreement

Annual Statements. Promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Borrower’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Borrower is subject to the filing requirements thereof) after the end of each fiscal year of the Borrower, duplicate copies of: (i) a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' ’ equity and changes in financial position cash flows of the Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, GAAP and accompanied byaccompanied (A) by an opinion thereon of an independent certified registered public accountants accounting firm of recognized national international standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination audit of such accountants in connection with such financial statements has been made registered public accounting firm was performed in accordance with generally accepted auditing standardsthe standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in making connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the examination necessary for certification Borrower failed to comply with the terms, conditions, provisions or conditions of Sections 6.18 (until the Release Date with respect to any covenant included therein), 7.03, 7.04, 7.12 and 7.13 in as far as they related to financial and accounting matters, and if they are aware that any such financial statements pursuant condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to the preceding subclause (A)Lender, such accountants have obtained no directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, Default); and (C) provided that the delivery within the time period specified above of the Borrower's Annual Report on ’s Form 10-K for such fiscal year (together with the Borrower's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate accountants’ report described in subclause clause (B) aboveabove (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 5.1(c6.01(b), provided further that the Borrower shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in which event the Borrower shall separately deliver concurrently with such Electronic Delivery, the Accountants’ Certificate;

Annual Statements. within 90 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated and consolidating balance sheet sheets of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated and consolidating statements of operations, shareholders' income and cash flows and a consolidated statement of members’ equity and changes in financial position of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case case, in comparative form form, the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by, (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A)their audit, such accountants they have obtained no knowledge become aware of any condition or event that then constitutes a Default or an Event of Default arising under Section 10.2 insofar as such Default or Event of Default orrelates to Section 10.2(b)(iii)(B), Sections 10.3 through 10.5 and Section 10.7(b), and, if in they are aware that any such condition or event then exists, specifying the opinion nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); provided that the delivery within the time period specified above of the Borrower's Company’s Annual Report on Form 10-K for such fiscal year (together with the Borrower's Company’s annual report to shareholdersmembers, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's ’s certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);.

Annual Statements. within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operations, shareholdersstockholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their the results of their operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) by a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c0(b);

Annual Statements. within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the BorrowerCompany's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant's certificate described in subclause (B) above, Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b); THE J.M. ▇▇▇▇▇▇▇ ▇▇▇PANY NOTE PURCHASE AGREEMENT 11 17 (c) SEC AND OTHER REPORTS -- promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission;

Annual Statements. within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a an audited consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) audited consolidated statements of operationsincome, changes in shareholders' ’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position condition of the companies Company and its Subsidiaries as of the specified dates being reported upon and their consolidated results of operations and cash flows for the respective periods specified, and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, ; provided that the delivery within the time period specified above of the Borrower's Company’s Annual Report on Form 10-K for such fiscal year (together with or the Borrower's Company’s annual report to shareholdersstockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the such accountant's certificate described in subclause (B) above’s opinion, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 90 100 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operations, shareholders' changes in partners’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respectsrespects (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancescircumstances and containing, and (B) if applicable, a certificate reconciliation necessary to show in reasonable detail the effects, if any, of such accountants stating that the application of ASC 810 in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge respect of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofInvestment Vehicle, provided that the delivery within the time period specified above of the Borrower's copies of Artisan Partners Asset Management Inc.’s Annual Report on Form 10-K for such fiscal year 10‑K (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act“Form 10‑K”) prepared in accordance with the requirements therefor and filed with the SECSEC shall, together with to the accountant's certificate described in subclause (B) aboveextent such Form 10-K includes the information required to be delivered pursuant to this Section 7.1(b), shall be deemed to satisfy the Artisan Partners Holdings LP Note Purchase Agreement requirements of this Section 5.1(c7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 90 120 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries Subsidiaries, as at the end of such year, and (ii) consolidated statements of operationsearnings, shareholders' stockholders’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the posting on its official website or delivery within the time period specified above of the Borrower's Company’s Annual Report on Form 10-K (including copies of each exhibit filed therewith) for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's ’s certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b), so long as such Report includes each of the financial statements (and the comparative historical figures) referred to above, provided, however, that any such report or document as contemplated by this Section 7.1(b) which has been posted to the Company’s official website with general access rights for the public shall be deemed to DB1/ 87639059.10 have been delivered to the holders of Notes as contemplated by this Section 7.1(b) so long as the Company has provided each holder of Notes prior notice, by electronic mail to the electronic address provided by such holder of Notes, of such posting;

Annual Statements. within 90 105 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operationsincome, changes in shareholders' ’ equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the delivery within the time period specified above of the Borrower's Company’s Annual Report on Form 10-K for such fiscal year (together with the Borrower's Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's ’s certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c7.1(b);

Annual Statements. within Within 90 days after the end close of each fiscal year of the Borrower, duplicate copies of (i) a copy of the Borrower’s consolidated balance sheet as of the Borrower last day of the fiscal year then ended and its Subsidiaries as at the end of such year, and (ii) Borrower’s consolidated statements of operationsincome, shareholders' equity retained earnings, and changes cash flows for the fiscal year then ended, and accompanying notes thereto, each in financial position of the Borrower and its Subsidiaries for such year, setting forth in each case reasonable detail showing in comparative form the figures for the previous fiscal year, prepared in accordance with GAAP, accompanied by an unqualified opinion (as to scope and accompanied by (Agoing concern) an opinion thereon of a firm of independent certified public accountants of recognized national standing, which opinion shall state selected by the Borrower and acceptable to the Administrative Agent, to the effect that such the consolidated financial statements have been prepared in accordance with GAAP and present fairly, fairly in all material respects, accordance with GAAP the consolidated financial position condition of the companies being reported upon Borrower and their its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows and have been prepared in conformity with GAAP, for the fiscal year then ended and that the an examination of such accountants accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards, ; and that such audit provides a reasonable basis for such opinion in (ii) the circumstances, and (B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement Borrower’s consolidating balance sheet as to the nature thereof, provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K last day of the fiscal year then ended and the related consolidating statement of income and retained earnings for such fiscal year (together with year, all of which shall be in reasonable detail prepared by the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared Borrower in accordance with GAAP, and certified by the requirements therefor chief financial officer or other officer of the Borrower acceptable to the Administrative Agent that they fairly present in all material respects in accordance with GAAP the financial condition of the Borrower and filed with its Subsidiaries as of the SECclose of such fiscal year and the results of the operations for the fiscal year then ended, together with subject to normal year-end audit adjustments and the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements absence of this Section 5.1(c);footnotes.

Annual Statements. within 90 105 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operations, shareholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in subclause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c);THE O'GARA COMPANY NOTE PURCHASE AGREEMENT

Annual Statements. within 90 105 days after the end of each fiscal year of the BorrowerCompany, duplicate copies of, (i) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the end of such year, and (ii) consolidated statements of operations, shareholders' equity and changes in financial position cash flows of the Borrower Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the examination necessary for certification nature and period of such financial statements pursuant to the preceding subclause existence thereof (A), it being understood that such accountants have obtained no shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default or, if in the opinion of unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereofan audit), provided that the delivery within the time period specified above of the BorrowerCompany's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's accountants' certificate described in subclause clause (B) above, shall be deemed to satisfy the requirements of this Section 5.1(c5.1(b);