Common use of Year-End Financials Clause in Contracts

Year-End Financials. as soon as available and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Parent and its Subsidiaries for such Fiscal Year, all in reasonable detail and certified by the chief financial officer of Parent that they fairly present, in all material respects, the financial condition of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, and (ii) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Parent, which report shall be unqualified, shall express no assumptions or qualifications concerning the ability of Parent and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, that the delivery by the Company of annual reports on Form 10-K of Parent and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Certificate delivered in connection therewith pursuant to Section 5.1(c)) shall satisfy the requirements of this Section 5.1(b);

Year-End Financials. as soon as available and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ stockholders equity and cash flows of Parent and its Subsidiaries for such Fiscal Year, all in reasonable detail and certified by the chief financial officer of Parent that they fairly present, in all material respects, the financial condition of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, and (ii) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Parent, which report shall be unqualified, shall express no assumptions or qualifications concerning the ability of Parent and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, that the delivery by the Company of annual reports on Form 10-K of Parent and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Officers Certificate delivered in connection therewith pursuant to Section 5.1(c)) shall satisfy the requirements of this Section 5.1(b);

Year-End Financials. as As soon as available and in any event within 90 one hundred twenty (120) days after the end of each Fiscal Year, with respect to the Companies, (i) the consolidated and consolidating balance sheet sheets thereof as of Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity ' equity, and cash flows of Parent and its Subsidiaries thereof for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Parent Borrower that they fairly present, in all material respects, present the financial condition of Parent the Companies and its Subsidiaries as at of the dates indicated and the results of their operations and their cash flows for the periods indicated, (ii) a narrative report describing the operations thereof in the CREDIT AGREEMENT form prepared for presentation to senior management for such Fiscal Year, and (iiiii) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Parent, Borrower which report shall be unqualified, shall express no assumptions or qualifications concerning doubts about the ability of Parent and its Subsidiaries the Companies to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries the Companies, as at of the dates indicated and the results of their operations and their cash flows for the periods indicated indicated, in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, that the delivery by the Company of annual reports on Form 10-K of Parent and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Certificate delivered in connection therewith pursuant to Section 5.1(c)) shall satisfy the requirements of this Section 5.1(b);

Year-End Financials. as soon as available and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Parent Issuer and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ stockholders equity and cash flows of Parent Issuer and its Subsidiaries for such Fiscal Year, all in reasonable detail and certified by the chief financial officer of Parent Issuer that they fairly present, in all material respects, the financial condition of Parent Issuer and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, and (ii) in the case of such consolidated financial statements, a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by ParentParent Issuer, which report shall be unqualified, shall express no assumptions or qualifications concerning the ability of Parent Issuer and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Parent Issuer and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, that the delivery by the Company of annual reports on Form 10-K of Parent Issuer and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Officers Certificate delivered in connection therewith pursuant to Section 5.1(c)) shall satisfy the requirements of this Section 5.1(b);

Year-End Financials. as soon as available and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheet sheets of Parent the Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity income and cash flows of Parent the Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by a Financial Officer of the chief financial officer of Parent Company that they fairly present, in all material respects, the financial condition of Parent the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, indicated and (ii) in the case of such consolidated financial statements, a report thereon of Ernst & Young Deloitte LLP or other independent certified public accountants of recognized national standing selected by Parentthe Company, which report shall be unqualified, shall express no assumptions or qualifications concerning the ability of Parent unqualified and its Subsidiaries to continue as specifically may not contain a “going concern” explanatory statement, except as provided below, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Parent the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, however, in addition to the foregoing, with respect to the Fiscal Year ending December 31, 2018, the Company shall provide preliminary drafts of the required year-end financial statements (together with a draft Compliance Certificate calculated using the information therefrom) no later than February 28, 2019; provided, further, that the delivery by report of Deloitte LLP with respect to the financial statements of the Company of annual reports on Form 10-K of Parent and its consolidated Subsidiaries for the Fiscal Year ended December 31, 2018 may contain a “going concern” explanatory statement. (which shall include all material information contained i) Section 7.08(b) of the Existing Credit Agreement is hereby amended and restated in the Officer’s Certificate delivered in connection therewith pursuant its entirety to Section 5.1(c)) shall satisfy the requirements of this Section 5.1(b);read as follows:

Year-End Financials. as soon as available and in any event within 90 days after the end of each such Fiscal Year, , (ia) the consolidated balance sheet sheets of Parent and its Subsidiaries the members of the Borrower Group as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ or members’ equity and cash flows of Parent and its Subsidiaries the members of the Borrower Group for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Business Plan for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer or treasurer of the Parent and FiberNet, on behalf of the Borrower Group, that they fairly present, in all material respects, the financial condition of Parent and its Subsidiaries the Borrower Group as at the dates indicated and the results of their operations and their cash flows for the periods indicated, and ; and (iib) in the case of such consolidated financial statementsstatements specified in paragraph (a) above, a report thereon of Ernst & Young ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or of any other of the so-called “Big 5” independent certified public accountants of recognized national standing selected by Parentaccounting firms, which report shall be unqualifiedunqualified as to scope of audit, shall express no assumptions or qualifications concerning doubts about the ability of Parent and its Subsidiaries the Persons covered thereby to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries the Borrower Group as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, that the delivery by the Company of annual reports on Form 10-K of Parent and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Certificate delivered in connection therewith pursuant to Section 5.1(c)) shall satisfy the requirements of this Section 5.1(b);

Year-End Financials. as soon as available and in any event within 90 100 days after the end of each Fiscal Year, (ia) the consolidated balance sheet of Parent and its Subsidiaries Borrower as at the end of such Fiscal Year and the related consolidated statements of income, stockholderspartners’ equity and cash flows of Parent and its Subsidiaries Borrower for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and, when available, the corresponding figures from the plan and financial forecast delivered pursuant to Section 6.1(xiii) for the Fiscal Year covered by such financial statements, all in reasonable detail and certified by the chief financial officer of Parent Borrower that they fairly present, in all material respects, present the financial condition of Parent and its Subsidiaries Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated, (b) a narrative report, if any is prepared for presentation to senior management, describing the operations of Borrower in the form so prepared for such Fiscal Year, and (iic) in the case of such consolidated financial statements, a report thereon of Ernst & Young ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or other independent certified public accountants of recognized national standing selected by ParentBorrower and satisfactory to Administrative Agent, which report shall be unqualifiedwithout qualification as to the scope of the audit, shall express no assumptions or qualifications concerning doubts about the ability of Parent and its Subsidiaries Borrower to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of Parent and its Subsidiaries Borrower as at the dates indicated and the results of their its operations and their its cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; provided, that the delivery by the Company of annual reports on Form 10-K of Parent and its consolidated Subsidiaries (which shall include all material information contained in the Officer’s Certificate delivered in connection therewith pursuant to Section 5.1(c)) shall satisfy the requirements of this Section 5.1(b);