Common use of Annual Audited Financials Clause in Contracts

Annual Audited Financials. (i) 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 CorEnergy, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Borrowers and their Restricted Subsidiaries, in each case as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 previous fiscal 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.

Annual Audited Financials. To Agent, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Borrower and its Subsidiaries andon a consolidated basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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, 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 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 (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 (v) 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 basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Holdings and its Subsidiaries andon a consolidated and consolidating basis, if differentconsisting 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, 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 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 (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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of Holdings that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated and consolidating basis, in each case as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. (i) As soon as available and in any event not To Agent, no later than one-hundred and twenty ninety (12090) days after the end of each fiscal year of CorEnergyFiscal Year unless the ninetieth day is not a business day, copies of then the immediately following business day, audited consolidated balance sheet of CorEnergy Financial Statements for Borrower and its Subsidiaries andon a consolidated and (unaudited) consolidating (for statements of income only) basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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, 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 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 (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 consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. (i) As soon as available and in any event not later than one-hundred and twenty (120) Within 90 days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Borrower and its Subsidiaries andon a consolidated and (unaudited) consolidating basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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 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 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 (v) 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 consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Borrower and its Subsidiaries andon a consolidated and (unaudited) consolidating basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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 any 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 (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 (v) 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 consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. To Agent and Lenders, (i1) As soon as available within ninety (90) days after the end of each Fiscal Year, audited Financial Statements for the Borrowers and in any event not later than one-their Subsidiaries on a combined basis for the Fiscal Year ending December 31, 2010 and on a Consolidated basis for each Fiscal Year thereafter, and (2) within one hundred and twenty (120) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy financial statements for Holdings and its Subsidiaries and, if different, the Borrowers and their Restricted 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 matters (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 (v) the certification of the president 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 Borrowers and their Subsidiaries on a Consolidated and consolidating basis, as at the end of such fiscal year, together with Fiscal Year and for the related audited consolidated and unaudited consolidating statements of income or operations, retained earnings and cash flows for such fiscal yearperiod 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 notes theretonature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, all 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 and setting forth in each case in comparative form the figures as calculation of the end of and for the previous fiscal 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, Excess Cash Flow and the Borrowers and their Restricted Subsidiaries, on Permitted Management Fees (as defined in the other hand, reflecting adjustments necessary to eliminate from Management Fee Subordination Agreement) for 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 AgentFiscal Year, which report and opinion certificate shall be prepared in accordance with generally accepted auditing standards form and shall not be subject substance reasonably satisfactory to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsAgent.

Annual Audited Financials. (i) As soon as available To Agent and in any event not later than one-hundred and twenty (120) Lenders, within 90 days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated 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 (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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Subsidiaries on a consolidated basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. (i) As soon as available To Agent and in any event not later than one-hundred and twenty (120) Lenders, within 90 days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated 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 (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 (v) the certification of 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 Borrowers and their Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Agent and Lenders, within one hundred ------------------------- five (i) As soon as available and in any event not later than one-hundred and twenty (120105) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the (i) audited consolidated balance sheet of CorEnergy Financial Statements for Borrower Representative and its Subsidiaries andon a consolidated basis and (ii) unaudited Financial Statements for Borrower Representative and its Subsidiaries on a consolidating basis, if different, the Borrowers and their Restricted Subsidiariesconsisting, in each case, of balance sheets and statements of income and retained 126 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, the Consolidated Financial Statements shall be certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent and the consolidating Financial Statements shall be certified by a Certifying Officer of Borrower Representative. 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 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 (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 material contingent liabilities and material litigation matters, and (v) the certification of a Certifying Officer that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Representative and its Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited time or, if a Default or Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; provided that consolidating 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope include statements of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such fiscal year and their consolidated results of operations and -------- cash flows for such fiscal or comparative prior 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 standardsfigures.

Annual Audited Financials. To Agent, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated 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, 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 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 (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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Subsidiaries on a consolidated basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. (i) As soon as available and in any event not later than one-hundred and twenty (120) To Lender, within 90 days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries andFinancial Statements for Asta Funding, if different, the Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated basis (together with consolidating worksheets), 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 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 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 the Asta Funding and/or Borrowers have failed to comply with the terms, covenants, provisions or conditions of Section 5.3, Section 6.1, Section 6.3, and Section 6.4 of this Agreement (or specifying 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 any 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 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 Asta Funding, Borrowers and their Subsidiaries on a consolidated basis (together with consolidating worksheets), as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements of the Borrowers and their Restricted Subsidiariestime or, if 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 AgentDefault, which report is not reasonably capable of being cured, or Event of Default has occurred and opinion shall be prepared in accordance with generally accepted auditing standards is continuing, describing the nature thereof and shall not be subject all efforts undertaken to any “going concern” cure such Default or like qualification or exception or any qualification or exception as to the scope Event of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated basis (and 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, 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 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 (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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. (i) As soon as available To the Administrative Agent and in any event not later than one-hundred and twenty (120) Lenders, within [*] days after the end of each fiscal year Fiscal Year, consolidated financial information regarding such Loan Party and its Subsidiaries, consisting of CorEnergy, copies of the (i) an audited consolidated balance sheet as of CorEnergy the close of such Fiscal Year and the related statements of income and 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 flow for the Fiscal Year then ending, in each case, setting forth in comparative form the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and, in the case of the Financial Statements referred to in (i), certified without qualification (other than going-concern or like qualification), by KPMG, LLP, another “Big 4” accounting firm or another independent registered public accounting firm otherwise reasonably acceptable to the Administrative Agent. Such Financial Statements shall be accompanied by (1) a statement prepared in reasonable detail (a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants for the final Fiscal Quarter in each Fiscal Year, and (2) the certification of the Chief Executive Officer or Chief Financial Officer of the Borrower or Parent Guarantor, as applicable, that 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 the Parent Guarantor and its Subsidiaries andor the Borrower Group (as applicable), if differenton a consolidated basis, the Borrowers and their Restricted Subsidiaries, in each case as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault. [*] Confidential treatment requested.

Annual Audited Financials. (i) As soon as available To Co-Agents and in any event not later than one-hundred and twenty (120) Lenders, within 90 days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Borrower and its Subsidiaries andon a consolidated basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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 audited 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 (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 such audit examination detailing contingent liabilities and material litigation matters, and (iv) the 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 basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. (i) As soon as available and in any event not later than one-hundred and twenty (120) Within 90 days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Borrower and its Subsidiaries andon a consolidated and consolidating basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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 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 (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 (v) 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 consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that, to such officer's knowledge, there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To SCIL Agent for distribution to the SCIL Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of or on a later date on which filing thereof is required with the Securities and Exchange Commission, audited consolidated balance sheet of CorEnergy Financial Statements for Holdings, Borrower and its Subsidiaries andon a consolidated and (unaudited) consolidating basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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) the Compliance Certificate showing the calculations used in determining compliance with 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) 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 consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated and (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, 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 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 (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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. (i) As soon as available To Agent and in any event not later than one-hundred and twenty (120) Lenders, within 90 days after the end of each fiscal year Fiscal Year, audited Financial Statements for the Credit Parties on a consolidated and (unaudited) consolidating basis, consisting of CorEnergybalance sheets and statements of income and retained earnings and cash flows, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Borrowers and their Restricted Subsidiaries, 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 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 (vi) the certification of the Chief Financial Officer, Treasurer or Vice President, Finance, of 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 the Credit Parties on a consolidated and consolidating basis (in the case of consolidating Financial Statements, subject to intercompany eliminations and other consolidating adjustments), as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. Within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year Fiscal Year, audited Financial Statements for the Loan Parties on a consolidated (and as to each Loan Party and its Domestic Subsidiaries only, unaudited company-prepared consolidating) basis, consisting of CorEnergyconsolidated (and as to each Loan Party only,and its Domestic Subsidiaries only, copies 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 Mxxx Axxxx LLP or another independent certified public accounting firm of national standing acceptable to Lender; provided, that the timely delivery to Lender by such applicable deadline of a copy of the audited 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 balance sheet Financial Statements and Borrowers shall be required to provide consolidating Financial statements as provided herein. Such Financial Statements (whether delivered separately or part of CorEnergy 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) 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 the ASHS and its Subsidiaries on a consolidated (and, if differentas to each Loan Party and its Domestic Subsidiaries only, the Borrowers and their Restricted Subsidiariesconsolidating) basis, in each case as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. (i) As soon as available and in any event not later than one-hundred and twenty (120) Within 90 days after the end of each fiscal year ------------------------- Fiscal Year, audited Financial Statements for Credit Parties on a consolidated basis, consisting of CorEnergybalance sheets and statements of income and retained earnings and cash flows, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Borrowers and their Restricted Subsidiaries, 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 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 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 (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 adopted 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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of each of Borrower and Holdings that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Credit Parties on a consolidated basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Holdings and its Subsidiaries andon a consolidated basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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 (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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of 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 Holdings and its Subsidiaries on a consolidated basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Administrative Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated and consolidating basis (which consolidating statements shall be unaudited), 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, certified without qualification 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 covenants set forth on Annex G, (ii) 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, (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 cash flows of Borrowers and their Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. (i) As soon as available available, and in any event not later than one-hundred and twenty (120) within 90 days after the end of each fiscal year of CorEnergyyear, copies (i) a copy of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Borrowers and their Restricted Subsidiaries, in each case as at the end of such fiscal year, together with the related audited consolidated and unaudited consolidating financial statements of income or operations, retained earnings and cash flows for such fiscal yearyear for the Seller, and the notes thereto, all in reasonable detail and setting forth certified in each case in comparative form a manner satisfactory to the figures as of Administrative Agent and the end of and for the previous fiscal year Collateral Agent by Crisp Xxxxxx Xxxxx (or in lieu of its successor) or other nationally recognized independent public accountants acceptable to the Administrative Agent and the Collateral Agent, with 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 being prepared in accordance with GAAP applied consistently throughout the period involved (except as approved by such accountants and disclosed therein), (ii) a copy of the audited consolidated financial statements for such consolidated statements year for the Parent and its Subsidiaries, certified in each case in a manner satisfactory to be accompanied the Administrative Agent and the Collateral Agent by a report and opinion of an Crisp Xxxxxx Xxxxx (or its successor) or other nationally recognized independent certified public accountant of recognized standing reasonably accountants acceptable to the Administrative Agent and the Collateral Agent, which report and opinion shall be with such financial statements being prepared in accordance with generally accepted auditing standards GAAP applied consistently throughout the period involved (except as approved by such accountants and shall not be subject to any “going concern” disclosed therein) and (iii) a report from Crisp Xxxxxx Xxxxx (or like qualification its successor) or exception or any qualification or exception as other nationally recognized independent public accountants acceptable to the scope of such audit Administrative Agent and the Collateral Agent (upon which report the Administrative Agent and the Collateral Agent shall state be entitled to rely) to the effect that such consolidated financial statements present fairly, firm has caused this Agreement to be reviewed and that in all material respects, the consolidated financial position course of CorEnergy their audit of the Parent and its Subsidiaries as at no facts have come to their attention to cause them to believe that any Termination Event or Incipient Termination Event exists and in particular that they have no knowledge of any failure on the end part of the Parent or the Seller to comply with the financial covenants 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, or if such fiscal year is not the case, specifying any exception 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 standardsnature thereof.

Annual Audited Financials. To Agent, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies (i) a summary of the outstanding balance of all intercompany notes as of the last day of such Fiscal Year, (ii) audited consolidated balance sheet of CorEnergy Financial Statements for Mirant and its Subsidiaries andon a consolidated basis, if differentconsisting of balance sheets and statements of income (loss) and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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 or exception (other than as to going-concern), by an independent certified public accounting firm of national standing or otherwise acceptable to Agent 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 (v) a Compliance Certificate in respect of each of the Financial Covenants, (w) 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 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, (x) 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 such accountants' audit examination detailing contingent liabilities and material litigation 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 (z) the certification of the Chief Financial Officer, Treasurer or Controller of Mirant that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Mirant and its Subsidiaries on a consolidated and consolidating basis, as applicable, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Agents, within ninety- three (i) As soon as available and in any event not later than one-hundred and twenty (12093) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Borrower and its Subsidiaries andon a consolidated basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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, certified without qualification (except qualifications as may relate to the Chapter 11 Case), by 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 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 (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 (v) 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 basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. (i) As soon as available To Agent and in any event Lenders, promptly upon their becoming publicly available, but not later than one-hundred five (105) days after the end of Fiscal Year 2000 and twenty ninety (12090) days after the end of each fiscal year of CorEnergyFiscal Year thereafter, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Borrower and its Subsidiaries andon a consolidated and (unaudited) consolidating basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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, 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 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 (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 (v) 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 consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. Within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated 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, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to the 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 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 (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 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 Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Subsidiaries on a consolidated basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and 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 Borrowers and their Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information figures for CorEnergy and its Subsidiaries, on the one hand, and previous Fiscal Year against the Borrowers and their Restricted Subsidiaries, on figures contained in 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such fiscal year and their consolidated results of operations and cash flows Projections 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.Fiscal Year;

Annual Audited Financials. Within one hundred five (i) As soon as available and in any event not later than one-hundred and twenty (120105) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated and (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, certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Lender. Such Financial Statements shall be accompanied by a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the financial covenants set forth on ANNEX F. In addition, Borrowers shall use their best efforts to cause such accounting firm to provide Lender with (i) 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 (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 (ii) 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 (y) the certification of the Chief Executive Officer or Chief Financial Officer of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. To Administrative Agent and Lenders, within forty-five (i) As soon as available and in any event not later than one-hundred and twenty (12045) days after the end of each fiscal year Fiscal 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 CorEnergy, copies whether Financial Covenants are applicable with respect to such calculations during such period) (subject to normal year-end adjustments) and (ii) the certification of the audited consolidated balance sheet a Responsible Officer of CorEnergy and its Subsidiaries and, if different, the Borrowers and their Restricted Subsidiaries, in each case Holdings that as at the end of such fiscal yearFiscal Year there was no Default or Event of Default in existence or, together with if a Default or Event of Default has occurred and is continuing, describing the related 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 Holdings and its Subsidiaries on a consolidated and unaudited consolidating basis, consisting of balance sheets and statements of income or operations, and retained earnings and cash flows for such fiscal yearflows, and the notes thereto, all in reasonable detail and setting forth in comparative form in each case in comparative form the figures as of the end of and for the previous fiscal 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 AgentFiscal Year, which report and opinion Financial Statements shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as GAAP and, with respect to the scope consolidated Financial Statements, certified without qualification (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 Compliance Statement prepared in reasonable detail showing the calculations used in determining the Consolidated Fixed Charge Coverage Ratio for the four consecutive Fiscal Quarters then ended (regardless of whether Financial Covenants are applicable with respect 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 shall state that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) the annual letters to such consolidated accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the certification of a Responsible Officer of Holdings that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements present fairly, in all material respects, the consolidated financial position of CorEnergy cash flows of Borrower and its Subsidiaries on a consolidated and 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 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 examination by nature thereof and all efforts undertaken to cure such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsDefault or Event of Default.

Annual Audited Financials. To Administrative Agent and ------------------------- Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated and consolidating basis (which consolidating statements shall be unaudited), 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, certified without qualification 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 covenants set forth on Annex G, (ii) 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, (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 cash flows of Borrowers and their Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited Financial Statements for Borrowers and their Subsidiaries on a consolidated balance sheet of CorEnergy and (unaudited) consolidating basis and BPI and its Subsidiaries andon a consolidated basis, if differentconsisting 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 (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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated and consolidating basis, in each case as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Ultimate Parent and its Subsidiaries andon a consolidated and (unaudited) consolidating basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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, 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 (a) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the financial covenants set forth on Annex G, (b) 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 (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, (c) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (d) the certification of the Chief Executive Officer or Senior Vice-President, Finance of 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 Ultimate Parent and its Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. (i1) 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 CorEnergy, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Borrowers and their Restricted SubsidiariesConsolidated Parties, in each case as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 previous fiscal year (or in lieu of such audited financial statements of the Borrowers and their Restricted SubsidiariesConsolidated Parties, a detailed reconciliation, reflecting such financial information for CorEnergy and its Subsidiaries, on the one hand, and the Borrowers and their Restricted SubsidiariesConsolidated 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 Loan 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all xcix material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet Financial Statements for Rand Logistics, Inc. and the unaudited management prepared Financial Statements of CorEnergy Parent and its Subsidiaries andon a consolidating basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with 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 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 an Event of Default has occurred with respect to the Financial Covenants (or specifying those 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 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 Parent that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Parent and its Subsidiaries, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (or period then ended, and that there was no Event of Default in lieu existence as of such audited financial statements time or, if an Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Borrower and its consolidated Subsidiaries and, if different, the Borrowers on a consolidated basis consisting of balance sheets and their Restricted Subsidiaries, in each case as at the end of such fiscal year, together with the related audited consolidated and unaudited consolidating statements of income or operations, and retained earnings and cash flows for such fiscal yearflows, and the notes thereto, all in reasonable detail and setting forth in comparative form in each case in comparative form the figures as of the end of and for the previous fiscal 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 AgentFiscal Year, which report and opinion Financial Statements shall be prepared in accordance with generally accepted auditing standards GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception (it being understood that any financial covenants or tests under this Agreement shall not be subject calculated without giving effect to any such non-compliance with GAAP)) and certified without qualification as to going-concern or qualification arising out of the scope of the audit (except that such opinion may be qualified with a “going concern” or like qualification or exception solely as a result of the impending Commitment Termination Date or any qualification the termination date under the Revolving Loan Credit Agreement), by an independent certified public accounting firm of national standing or exception as 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 and internal management reporting showing operating results by “product group”, (ii) a report from such accounting firm to the scope 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 shall state that no special investigation was made with respect to the existence of Defaults or Events of Default and (iii) the certification of a Financial Officer of Borrower that all such consolidated financial statements present fairlyFinancial Statements fairly present, in all material respectsrespects in accordance with GAAP, the consolidated financial position position, results of CorEnergy operations and statements of cash flows of Borrower and each of its Subsidiaries on a consolidated 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 period then ended, and that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the examination by nature thereof and all efforts undertaken to cure such accountants Default or Event of Default. Notwithstanding the financial statement reporting periods set forth in clauses (a), (b) and (c) above and the related comparable prior period comparative forms, Borrower may deliver or cause to be delivered such financial statements as are prescribed under GAAP taking into account Borrower’s “fresh start” accounting as applicable in connection with the effectiveness of the Plan of Reorganization. Information required to be delivered pursuant to this Sections 5.1(a), (b) or (c) shall be deemed to have been delivered to Agent and the Lenders on the date on which Borrower provides written notice to Agent that such consolidated financial statements information has been made posted on Borrower’s website on the Internet at xxxx://xxx.xxxxxxx.xxx or is available via the XXXXX system of the SEC on the Internet (to the extent such information has been posted or is available as described in accordance with generally accepted auditing standardssuch notice). Information required to be delivered pursuant to this Section 5.1 may also be delivered by electronic communication pursuant to procedures approved hereunder.

Annual Audited Financials. (i) As soon as available To Agent and in any event not later than one-Lenders, within one hundred and twenty (120) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries andFinancial Statements for Borrowers, if different, the Specified Borrowers and their Restricted Subsidiariesrespective Subsidiaries on a consolidated and (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, 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 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 (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 (v) 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 Borrowers, Specified Borrowers and their respective Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. (i) As soon as available To Agent and in any event not later than one-hundred and twenty (120) Lenders, within 90 days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Holdings and its Subsidiaries andon a consolidated basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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 (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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Holdings and its Subsidiaries on a consolidated basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Administrative Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited Financial Statements for Co-Borrowers on a consolidated balance sheet of CorEnergy and its Subsidiaries and, if differentavailable, the Borrowers (unaudited) consolidating basis, consisting of balance sheets and their Restricted Subsidiariesstatements 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, certified without qualification, by 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 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 (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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of 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 Co-Borrowers on a consolidated and, if available, consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. To Administrative Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year Fiscal Year, audited Financial Statements for Holdings, Borrower and their Subsidiaries on a consolidated and (unaudited) consolidating basis, consisting of CorEnergybalance sheets and statements of income and retained earnings and cash flows, copies 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, 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 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 (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 consolidated balance sheet Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (v) the certification of CorEnergy 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 andon a consolidated and consolidating basis, if different, the Borrowers and their Restricted Subsidiaries, in each case as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default;

Annual Audited Financials. (i) As soon as available and in any event not later than one-hundred and twenty (120) Within 90 days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated and (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 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 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 (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, and (iv) the certification of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated and (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 (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 or treasurer of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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.Default. Annex E-2

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year Fiscal Year (or with respect to Fiscal Year ended December 31, 2013, one hundred fifty (150) days after the end of CorEnergysuch Fiscal Year), copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Holdings and its Subsidiaries andon a consolidated basis, if differentconsisting of balance sheets and statements of income and retained earnings and cash flows, the Borrowers and their Restricted Subsidiaries, 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 (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 (v) the certification of the Chief Executive Officer or Chief Financial Officer of 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 Holdings and its Subsidiaries on a consolidated basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 Fiscal Year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default has occurred and is continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.”

Annual Audited Financials. Within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy and its Subsidiaries and, if different, the Financial Statements for Borrowers and their Restricted SubsidiariesSubsidiaries on a consolidated 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, certified without qualification, by an inde pendent certified public accounting firm of national standing or otherwise acceptable to the Lender. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compli ance with each of the financial 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 (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 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 Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrowers and their Subsidiaries on a consolidated basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and 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 Borrowers and their Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information figures for CorEnergy and its Subsidiaries, on the one hand, and previous Fiscal Year against the Borrowers and their Restricted Subsidiaries, on figures contained in 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such fiscal year and their consolidated results of operations and cash flows Projections 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.Fiscal Year;

Annual Audited Financials. To Agent and Lenders, within ninety (i) As soon as available and in any event not later than one-hundred and twenty (12090) days after the end of each fiscal year of CorEnergyFiscal Year, copies of the audited consolidated balance sheet of CorEnergy Financial Statements for Parent and its Subsidiaries andon a consolidated and consolidating basis (except that such consolidating Financial Statements shall be unaudited) consisting of balance sheets and statements of income and retained earnings and cash flows, if different, the Borrowers and their Restricted Subsidiaries, 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, 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 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 (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 (v) the certification of the Chief Financial Officer of Parent that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Parent and its Subsidiaries on a consolidated and consolidating basis, as at the end of such fiscal year, together with the related audited consolidated and unaudited 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 year and for the previous fiscal year (period then ended, and that there was no Default or Event of Default in lieu existence as of such audited financial statements time or, if a Default or Event of Default shall have occurred and be continuing, describing the Borrowers nature thereof and their Restricted Subsidiaries, a detailed reconciliation, reflecting all efforts undertaken to cure 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 Default or Event 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 report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and shall state that such consolidated financial statements present fairly, in all material respects, the consolidated financial position of CorEnergy and its Subsidiaries as at the end of such 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 standardsDefault.