Common use of Annual Audited Financials Clause in Contracts

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries the Credit Parties on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred as a result of the Reporting Credit Parties' failure to comply with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Operating Officer or Chief Financial Officer Treasurer and Vice President, Finance, of Borrower Innovations that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries the Credit Parties on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm (except to the extent limited by professional accounting standards or practices) to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants (subject to confidentiality and privilege limitations) in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in all material respects in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on ANNEX G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Holdings and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) if available, a letter addressed to Agent, on behalf of itself, and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm’s certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Holdings and its Subsidiaries that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Holdings and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent (i) As soon as available and each Lender, if requested by Agent, within ninety in any event not later than one-hundred and twenty (90120) days after the end of each Fiscal Yearfiscal year of CorEnergy, copies of the audited Financial Statements for Borrower consolidated balance sheet of CorEnergy and its Subsidiaries on a consolidated and, if applicable different, the Borrowers and if requested by Agenttheir Restricted Subsidiaries, (unaudited) in each case as at the end of such fiscal year, together with the related audited consolidated and unaudited consolidating basis, consisting of balance sheets and statements of income and or operations, retained earnings and cash flowsflows for such fiscal year, and the notes thereto, all in reasonable detail and setting forth in each case in comparative form in each case the figures as of the end of and for the previous Fiscal Yearfiscal year (or in lieu of such audited financial statements of the Borrowers and their Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for CorEnergy and its Subsidiaries, on the one hand, and the Borrowers and their Restricted Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate from such consolidated financial statements the accounts of Unrestricted Subsidiaries (if any) and any other Subsidiaries of CorEnergy that are not Loan Parties), all (except with respect to such reconciliation) in reasonable detail and prepared in accordance with GAAP and such consolidated statements to be accompanied by a report and opinion of an independent certified public accountant of recognized standing reasonably acceptable to the Administrative Agent, which Financial Statements report and opinion shall be prepared in accordance with GAAP generally accepted auditing standards and certified without qualification, by an independent certified public accounting firm of national standing shall not be subject to any “going concern” or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm like qualification or exception or any qualification or exception as to the effect thatscope of such audit and shall state that such consolidated financial statements present fairly, in connection with their audit examinationall material respects, nothing has come to their attention to cause them to believe that a Default or Event the consolidated financial position of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower CorEnergy and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year fiscal year and their consolidated results of operations and cash flows for such fiscal year in conformity with GAAP; or words substantially similar to the foregoing and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (ii) As soon as available and in any event not later than one-hundred and twenty (120) days after the end of each fiscal year of each Borrower, copies of the unaudited consolidated balance sheets of such Borrower and its Subsidiaries and, if different, such Borrower and its Restricted Subsidiaries, in each case as at the end of such fiscal year, together with the related unaudited consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, and the notes thereto, all in reasonable detail and setting forth in each case in comparative form the figures as of the end of and for the period then endedprevious fiscal year (together with, a detailed reconciliation, reflecting such financial information for such Borrower and the Restricted Subsidiaries, on the one hand, and CorEnergy and its Subsidiaries (as provided in Section 5.01(a)(i)), on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) and any other Subsidiaries of CorEnergy that there was no Default or Event are not Loan Parties from such consolidated financial statements), all in reasonable detail and certified by a Financial Officer of Default in existence the Borrower Representative as fairly presenting the financial condition, results of operations, retained earnings and cash flows of such time or, if Borrower and its Subsidiaries as at the end of such fiscal year in accordance with GAAP and such reconciliation to the financial statements provided pursuant to Section 5.01(a)(i) to be accompanied by a Default or Event written statement of Default has occurred and is continuing, describing an independent certified public accountant of recognized standing with respect to such reconciliation reasonably acceptable to the nature thereof and all efforts undertaken to cure such Default or Event of DefaultAdministrative Agent.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on ANNEX G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Holdings and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) if available, a letter addressed to Agent, on behalf of itself, and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm’s certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Holdings and its Subsidiaries that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Holdings and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited consolidated Financial Statements for Borrower Rand Logistics, Inc. and the unaudited management prepared Financial Statements of Parent and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP U.S. GAAP; provided, that if Rand Logistics, Inc. acquires any operating entity that is not a Subsidiary of Parent, then the audited Financial Statements shall be delivered with respect to Parent and its Subsidiaries. The consolidated Financial Statements shall be certified annually without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or an Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Parent that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Parent and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basisSubsidiaries, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or an Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Administrative Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Holdings, Borrower and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of)) which report may be limited to the extent required by accounting rules or guidelines, it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Administrative Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Holdings and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm’s certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Holdings and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and their Subsidiaries on a consolidated and (unaudited) consolidating basis and BPI and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on ANNEX G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within ninety (90) Within 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, qualification by an independent certified public accounting firm of national standing or otherwise reasonably acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications adopted by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in all material respects in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that that, to such officer's knowledge, there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief a Financial Officer on behalf of each Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To SCIL Agent and each Lender, if requested by Agentfor distribution to the SCIL Lenders, within ninety (90) days after the end of each Fiscal Year, or on a later date on which filing thereof is required with the Securities and Exchange Commission, audited Financial Statements for Holdings, Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to SCIL Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail the Compliance Certificate showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification an Officer Certificate of Borrower executed by the Chief Executive Officer or Chief Financial Officer of Borrower, or another responsible officer of Borrower having substantially the same authority and responsibility or otherwise acceptable to SCIL Agent, certifying that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Holdings, Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year (or with respect to Fiscal Year ended December 31, 2013, one hundred fifty (150) days after the end of such Fiscal Year), audited Financial Statements for Borrower Holdings and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) if available, a letter addressed to Agent, on behalf of itself, and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm’s certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Holdings and its Subsidiaries that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Holdings and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.”

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within ninety (90) Within 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to AgentLender. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters a letter addressed to Lender in form and substance reasonably satisfactory to Lender and subject to standard qualifications required by nationally recognized accounting firms, signed by such accountants in connection with their audit examination detailing contingent liabilities and material litigation mattersaccounting firm acknowledging that Lender is entitled to rely upon such accounting firm’s certification of such audited Financial Statements, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer chief executive officer or Chief Financial Officer chief financial officer or treasurer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.. Annex E-2

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within Within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, Year which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agentthe Lender. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex B, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.; and (vi) a letter from the Chief Financial Officer of Borrower addressed to the Lender, in form and substance reasonably satisfactory to the Lender, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the Projections for such Fiscal Year;

Annual Audited Financials. To Agent As soon as available, and each Lender, if requested by Agent, in any event within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agentfiscal year, (unauditedi) consolidating basisa copy of the audited consolidated financial statements for such year for the Seller, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form certified in each case in a manner satisfactory to the figures for Administrative Agent and the previous Fiscal YearCollateral Agent by Crisp Xxxxxx Xxxxx (or its successor) or other nationally recognized independent public accountants acceptable to the Administrative Agent and the Collateral Agent, which Financial Statements shall be with such financial statements being prepared in accordance with GAAP applied consistently throughout the period involved (except as approved by such accountants and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsdisclosed therein), (ii) a copy of the audited consolidated financial statements for such year for the Parent and its Subsidiaries, certified in each case in a manner satisfactory to the Administrative Agent and the Collateral Agent by Crisp Xxxxxx Xxxxx (or its successor) or other nationally recognized independent public accountants acceptable to the Administrative Agent and the Collateral Agent, with such financial statements being prepared in accordance with GAAP applied consistently throughout the period involved (except as approved by such accountants and disclosed therein) and (iii) a report from such accounting firm Crisp Xxxxxx Xxxxx (or its successor) or other nationally recognized independent public accountants acceptable to the Administrative Agent and the Collateral Agent (upon which report the Administrative Agent and the Collateral Agent shall be entitled to rely) to the effect that, that such firm has caused this Agreement to be reviewed and that in connection with the course of their audit examination, nothing has of the Parent and its Subsidiaries no facts have come to their attention to cause them to believe that a Default any Termination Event or Incipient Termination Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults exists and Events of Default in particular that they became aware of), it being understood that such audit examination extended only to accounting matters and that have no special investigation was made with respect to knowledge of any failure on the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification part of the Chief Executive Officer Parent or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance the Seller to comply with GAAP the financial positioncovenants in this Agreement or any failure on the part of the Seller to comply with this Agreement in the preparation of the Monthly Reports (including the Investment Base Certificates attached thereto) delivered during the previous fiscal year, results of operations or if such is not the case, specifying any exception and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Defaultthereof.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety one hundred twenty (90120) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers, Specified Borrowers and its their respective Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex F, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Representative that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers, Specified Borrowers and its their respective Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within ninety (90) Within 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to AgentLender. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Lender in form and substance reasonably satisfactory to Lender and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Lender is entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Administrative Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries Co-Borrowers on a consolidated and, if applicable and if requested by Agentavailable, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an Ernst & Young, LLP or other independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex C, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of)) which report may be limited to the extent required by accounting rules or guidelines, it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Administrative Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Co-Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries Co-Borrowers on a consolidated and, if applicable and if requested by Agentavailable, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries the Credit Parties on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred as a result of the Reporting Credit Parties’ failure to comply with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm’s certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, (v) a schedule of all intercompany balances among the Credit Parties as of the last day of that Fiscal Year; and (ivvi) the certification of the Chief Executive Officer Financial Officer, Treasurer or Chief Financial Officer Vice President, Finance, of Borrower Innovations (on behalf of Innovations and not in such Person’s individual capacity) that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries the Credit Parties on a consolidated andand consolidating basis (in the case of consolidating Financial Statements, if applicable subject to intercompany eliminations and if requested by Agent, other consolidating basisadjustments), as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within ninety (90) days after the end of each Fiscal Year, (i) a summary of the outstanding balance of all intercompany notes as of the last day of such Fiscal Year, (ii) audited Financial Statements for Borrower Mirant and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income (loss) and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualificationqualification or exception (other than as to going-concern), by an independent certified public accounting firm of national standing or otherwise acceptable to AgentAgent and (iii) unaudited consolidating (x) statements of income (loss) for the Consolidating Units for such Fiscal Year and (y) gross margin statements, including as separate line items labor costs and major maintenance, on a Power Generator-by-Power Generator basis for such Fiscal Year. Such Financial Statements shall be accompanied by (iv) a statement prepared Compliance Certificate in reasonable detail showing the calculations used in determining compliance with respect of each of the Financial Covenants, (iiw) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect regard to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iiix) a management discussion and analysis for Mirant that includes a comparison to Projections for that Fiscal Year, where available, and a comparison of performance for that Fiscal Year to the corresponding period in the prior Fiscal Year, (y) a copy of the annual letters received by Mirant and which are addressed to Mirant and/or such accountants in connection with their such accountants' audit examination detailing contingent liabilities and material litigation matters, matters (provided that Mirant shall request from such accountants copies of all such letters and shall use its commercially reasonable efforts to obtain copies of all such letters which were not independently received by Mirant) and (ivz) the certification of the Chief Executive Officer Financial Officer, Treasurer or Chief Financial Officer Controller of Borrower Mirant that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Mirant and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as applicable, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within no later than ninety (90) days after the end of each Fiscal YearYear unless the ninetieth day is not a business day, then the immediately following business day, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating (for statements of income only) basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants and collateral covenants set forth on Annex G as and when such financial covenants are required to be tested as set forth on Annex G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each LenderLenders, if requested by Agentpromptly upon their becoming publicly available, within but not later than one-hundred five (105) days after the end of Fiscal Year 2000 and ninety (90) days after the end of each Fiscal YearYear thereafter, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on ANNEX G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within ninety Within one hundred five (90105) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to AgentLender. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on ANNEX F. In addition, Borrowers shall use their best efforts to cause such accounting firm to provide Lender with (iii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, and (iiiii) a letter addressed to Lender, in form and substance reasonably satisfactory to Lender and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Lender is entitled to rely upon such accounting firm's certification of such audited Financial Statements. Together with such annual audited Financial Statements, Borrowers shall provide Lender with (x) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivy) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Parent and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis (except that such consolidating Financial Statements shall be unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified GAAP, certified, as to such consolidated Financial Statements, without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Parent that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Parent and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each LenderLenders, if requested by Agent, (1) within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower the Borrowers and its their Subsidiaries on a consolidated andcombined basis for the Fiscal Year ending December 31, if applicable 2010 and if requested by Agenton a Consolidated basis for each Fiscal Year thereafter, and (unaudited2) consolidating basiswithin one hundred twenty (120) days after the end of each Fiscal Year, audited financial statements for Holdings and its Subsidiaries, in each case consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements of the Borrowers and their Subsidiaries shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation mattersmatters (redacting any information that would result in a waiver of attorney/client privilege), (iv) a Compliance Certificate showing the calculations used in determining compliance with each of the Financial Covenants and (ivv) the certification of the Chief Executive Officer president or Chief Financial Officer chief financial officer of Borrower Representative that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable Consolidated and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within ninety (90) days after the end of each Fiscal Year, (A) a management discussion and analysis that includes a comparison to the Operating Plan for that Fiscal Year, a comparison of performance for that Fiscal Year to the prior Fiscal Year and (B) a certificate signed by Borrower Representative’s president setting forth in reasonable detail the calculation of Excess Cash Flow and the Permitted Management Fees (as defined in the Management Fee Subordination Agreement) for such Fiscal Year, which certificate shall be in form and substance reasonably satisfactory to Agent.

Annual Audited Financials. To Administrative Agent and Lenders, within forty-five (45) days after the end of each LenderFiscal Year, (i) a Compliance Statement prepared in reasonable detail showing the calculations used in determining the Consolidated Fixed Charge Coverage Ratio for the Fiscal Year then ended (regardless of whether Financial Covenants are applicable with respect to such calculations during such period) (subject to normal year-end adjustments) and (ii) the certification of a Responsible Officer of Holdings that as at the end of such Fiscal Year there was no Default or Event of Default in existence or, if requested by Agenta Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. To Administrative Agent and Lenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Holdings and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and and, with respect to the consolidated Financial Statements, certified without qualificationqualification (except for qualifications relating to changes in accounting principles with which such accountants concur), by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a statement Compliance Statement prepared in reasonable detail showing the calculations used in determining compliance the Consolidated Fixed Charge Coverage Ratio for the four consecutive Fiscal Quarters then ended (regardless of whether Financial Covenants are applicable with each of the Financial Covenantsrespect to such calculations during such period), (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial a Responsible Officer of Borrower Holdings that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within Within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, Year which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent inde pendent certified public accounting firm of national standing or otherwise acceptable to Agentthe Lender. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance compli ance with each of the Financial Covenantsfinancial covenants set forth on Annex B, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.; and (vi) a letter from the Chief Financial Officer of Borrower addressed to the Lender, in form and substance reasonably satisfactory to the Lender, setting forth a comparison of the figures for the previous Fiscal Year against the figures contained in the Projections for such Fiscal Year;

Annual Audited Financials. To Agent and each Lender, if requested by AgentAgents, within ninety ninety- three (9093) days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualificationqualification (except qualifications as may relate to the Chapter 11 Case), by an Xxxxxx Xxxxxxxx LLP or another independent certified public accounting firm of national standing or otherwise reasonably acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms under similar circumstances, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP (subject to bankruptcy restructuring year-end adjustments made in accordance with GAAP) the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within Within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries the Loan Parties on a consolidated and(and as to each Loan Party and its Domestic Subsidiaries only, if applicable and if requested by Agent, (unauditedunaudited company-prepared consolidating) consolidating basis, consisting of consolidated (and as to each Loan Party only,and its Domestic Subsidiaries only, unaudited company-prepared consolidating) balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an Mxxx Axxxx LLP or another independent certified public accounting firm of national standing or otherwise acceptable to AgentLender; provided, that the timely delivery to Lender by such applicable deadline of a copy of the Annual Report on Form 10-K of ASHS for such Fiscal Year filed with the SEC shall be deemed to satisfy the foregoing requirement of this paragraph (c) solely with respect to the delivery of consolidated Financial Statements and Borrowers shall be required to provide consolidating Financial statements as provided herein. Such Financial Statements (whether delivered separately or part of Form 10-K) shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower a Compliance Certificate certifying that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower the ASHS and its Subsidiaries on a consolidated (and, if applicable as to each Loan Party and if requested by Agentits Domestic Subsidiaries only, consolidating consolidating) basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent Co-Agents and each Lender, if requested by AgentLenders, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified audited without qualification, qualification by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters from Borrower and its agents and representatives to such accountants in connection with their such audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of statement from the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To the Administrative Agent and each Lender, if requested by AgentLenders, within ninety (90) [*] days after the end of each Fiscal Year, audited Financial Statements for Borrower consolidated financial information regarding such Loan Party and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basisSubsidiaries, consisting of (i) an audited consolidated balance sheets sheet as of the close of such Fiscal Year and the related statements of income and retained earnings cash flows for the Fiscal Year then ended (in relation to the Borrower Group, only if such audited financial information is actually produced by the Borrower Group; and the Borrower shall notify the Administrative Agent promptly if such audited financial information is not so produced), and (ii) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries, as of the close of such Fiscal Year, and the related statements of income and cash flowsflow for the Fiscal Year then ending, in each case, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and and, in the case of the Financial Statements referred to in (i), certified without qualification (other than going-concern or like qualification), by an KPMG, LLP, another “Big 4” accounting firm or another independent certified registered public accounting firm of national standing or otherwise reasonably acceptable to the Administrative Agent. Such Financial Statements shall be accompanied by (i1) a statement prepared in reasonable detail (a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to Covenants for the effect that, final Fiscal Quarter in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matterseach Fiscal Year, and (iv2) the certification of the Chief Executive Officer or Chief Financial Officer of the Borrower or Parent Guarantor, as applicable, that all such the applicable Financial Statements present fairly in all material respects in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower the Parent Guarantor and its Subsidiaries or the Borrower Group (as applicable), on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. [*] Confidential treatment requested.

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within ninety (90) Within 120 days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to AgentLender. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Accounting Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by Agent, within ninety (90) 90 days after the end of each Fiscal Year, audited Financial Statements for Borrower Asta Funding, Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, basis (unaudited) together with consolidating basisworksheets), consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise reasonably acceptable to AgentLender. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default the Asta Funding and/or Borrowers have failed to comply with the terms, covenants, provisions or Event conditions of Default has occurred with respect to the Financial Covenants Section 5.3, Section 6.1, Section 6.3, and Section 6.4 of this Agreement (or specifying those Defaults and Events of Default any non-compliance that they became aware of), it being understood that such audit examination extended only to financial and accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Defaultany such non-compliance, (iii) from Asta Funding and the Borrowers, the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Asta Funding and the Borrowers that all such Financial Statements present fairly in all material respect in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Asta Funding, Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, basis (together with consolidating basisworksheets), as at the end of such Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.

Annual Audited Financials. To Agent (1) As soon as available and each Lender, if requested by Agent, within ninety in any event not later than one-hundred and twenty (90120) days after the end of each Fiscal Yearfiscal year of CorEnergy, copies of the audited Financial Statements for Borrower consolidated balance sheet of CorEnergy and its Subsidiaries on a consolidated and, if applicable different, the Consolidated Parties, in each case as at the end of such fiscal year, together with the related audited consolidated and if requested by Agent, (unaudited) unaudited consolidating basis, consisting of balance sheets and statements of income and or operations, retained earnings and cash flowsflows for such fiscal year, and the notes thereto, all in reasonable detail and setting forth in each case in comparative form in each case the figures as of the end of and for the previous Fiscal Yearfiscal year (or in lieu of such audited financial statements of the Consolidated Parties, a detailed reconciliation, reflecting such financial information for CorEnergy and its Subsidiaries, on the one hand, and the Consolidated Parties, on the other hand, reflecting adjustments necessary to eliminate from such consolidated financial statements the accounts of Unrestricted Subsidiaries (if any) and any other Subsidiaries of CorEnergy that are not Consolidated Parties), all (except with respect to such reconciliation) in reasonable detail and prepared in accordance with GAAP and such consolidated statements to be accompanied by a report and opinion of an independent certified public accountant of recognized standing reasonably acceptable to the Administrative Agent, which Financial Statements report and opinion shall be prepared in accordance with GAAP generally accepted auditing standards and certified without qualification, by an independent certified public accounting firm of national standing shall not be subject to any “going concern” or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm like qualification or exception or any qualification or exception as to the effect thatscope of such audit and shall state that such consolidated financial statements present fairly, in connection with their audit examinationall xcix material respects, nothing has come to their attention to cause them to believe that a Default or Event the consolidated financial position of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower CorEnergy and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year fiscal year and their consolidated results of operations and cash flows for such fiscal year in conformity with GAAP; or words substantially similar to the foregoing and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (2) As soon as available and in any event not later than one-hundred and twenty (120) days after the end of each fiscal year of each Borrower, copies of the unaudited consolidated balance sheets of such Borrower and its Subsidiaries and, if different, such Borrower, its Restricted Subsidiaries and MoGas HoldCo, in each case as at the end of such fiscal year, together with the related unaudited consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, and the notes thereto, all in reasonable detail and setting forth in each case in comparative form the figures as of the end of and for the period then endedprevious fiscal year (together with, a detailed reconciliation, reflecting such financial information for such Borrower, its Restricted Subsidiaries and MoGas HoldCo, on the one hand, and CorEnergy and its Subsidiaries (as provided in Section 5.01(a)(i)), on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) and any other Subsidiaries of CorEnergy that there was no Default or Event are not Consolidated Parties from such consolidated financial statements), all in reasonable detail and certified by a Financial Officer of Default in existence the Borrower Representative as fairly presenting the financial condition, results of operations, retained earnings and cash flows of such time or, if Borrower and its Subsidiaries as at the end of such fiscal year in accordance with GAAP and such reconciliation to the financial statements provided pursuant to Section 5.01(a)(i) to be accompanied by a Default or Event written statement of Default has occurred and is continuing, describing an independent certified public accountant of recognized standing with respect to such reconciliation reasonably acceptable to the nature thereof and all efforts undertaken to cure such Default or Event of DefaultAdministrative Agent.

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and consistent with past practices (subject to the absence of footnotes and to normal year-end adjustments) except for new accounting principles that will be adopted by Borrower as required by GAAP, certified without qualificationany disclaimers or adverse opinions, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenants, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Administrative Agent and each Lender, if requested by Agent------------------------- Lenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis (which consolidating statements shall be unaudited) consolidating basis), consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year and the figures contained in the Projections for such Fiscal Year, which consolidated Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualificationqualification as to going concern or scope of audit matters, by an independent certified public accounting firm of national standing or otherwise acceptable to Administrative Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex G, (ii) a report from letter addressed to ------- Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Administrative Agent and Lenders are entitled to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event rely upon such accounting firm's certification of Default has occurred with respect to the such audited Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of DefaultStatements, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of Borrower Representative signed on behalf of each Borrower by the Chief Executive Officer or Chief Financial Officer of Borrower Representative that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Holdings and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year and the figures contained in the Projections for such Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and E-125 123 material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Holdings that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Ultimate Parent and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, (unaudited) consolidating basis, consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year and the figures contained in the Projections for such Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (ia) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex G, (iib) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iiic) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivd) the certification of the Chief Executive Officer or Chief Financial Officer Senior Vice-President, Finance of Borrower Ultimate Parent that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Ultimate Parent and its Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;

Annual Audited Financials. To Agent and each Lender, if requested by AgentLenders, within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable basis (and if requested by Agent, (unaudited) internal consolidating basis), consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year and the figures contained in the Projections for such Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and GAAP, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the Financial Covenantsfinancial covenants set forth on Annex G, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred with respect to the Financial Covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (ivv) the certification of the Chief Executive Officer or Chief Financial Officer of Borrower Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Borrowers and its their Subsidiaries on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Year year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default.;