Common use of Annual Financial Reports Clause in Contracts

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2012), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (i) such statements fairly, in all material respects, present the financial condition, results of operations, partners’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December January 31, 20122013), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with SEC guidelines and GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such consolidating statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (i) such statements fairlyfairly present, in all material respects, present the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with SEC guidelines and GAAP and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with SEC guidelines and GAAP;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended ending December 31, 2012), (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally or regionally 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 such consolidating statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (iA) such statements fairlyfairly present, in all material respects, present the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP GAAP, and (iiB) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP, and (ii) a copy of the management discussion and analysis with respect to such financial statements;

Annual Financial Reports. The Borrower shall provide, or Manager shall cause to be provided, prepared and delivered to the Administrative Agent, as soon as available, but in any event within 120 Owner no later than fifty-five (55) days after the end of each fiscal year Operating Year (beginning with February 25 of the Borrower second (commencing 2nd) Operating Year with respect to the fiscal year ended December 31, 2012completion of the first (1st) Operating Year), a consolidated balance sheet of the Borrower and its Subsidiaries as at the year end of such fiscal year, and the related consolidated financial statements of income or operations, partners’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal yearpreceding Operating Year (including a balance sheet, all in reasonable detail a statement of earnings and prepared in accordance with GAAP, such consolidated statements to be audited retained earnings and accompanied by a report and opinion statement of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agentcash flows), which report statements shall be unaudited and opinion shall be prepared in accordance with generally accepted auditing standards and GAAP. With respect to such statements, Manager’s Designated Financial Officer 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 certify that it has reviewed such statements to be certified by the chief executive officer or chief financial officer of the Borrowerand, to the effect such Designated Financial Officer’s knowledge, such Designated Financial Officer has no reason to believe that (i) such statements fairlydo not fairly present, in all material respects, present the financial condition, results of operations, partners’ equity and cash flows and other financial and operating results, as applicable, of the Borrower Managed Facilities for the periods presented in the statements (except for the fact that there are no footnotes to such statements and subject to all adjustments made in the Certified Financial Statements). Owner shall engage the Designated Accountant to provide audited financial statements for the Operating Year then ended (the “Certified Financial Statements”). Owner and Manager shall cooperate in all respects with the Designated Accountant in the preparation of such financial statements, including the delivery by Manager of any financial information generated by Manager pursuant to the terms of this Agreement and reasonably required by the Designated Accountant to prepare such audited financial statements. The Certified Financial Statements prepared by the Designated Accountant pursuant to this Section 10.4 and all information therein shall be binding and conclusive on the Parties unless, within sixty (60) days after the delivery of such statements to the Parties, either Party shall deliver written notice to the other Party of its Subsidiaries objection thereto setting forth in reasonable detail the nature of such objection. If the Parties are unable thereafter to resolve any disputes with respect to the matters set forth in the Certified Financial Statements within sixty (60) days after delivery by either Party of such notice, either Party shall have the right to cause such dispute to be resolved in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;Article XVII.

Annual Financial Reports. The Upon the earlier to occur of (i) 90 days after the end of any fiscal year of the Parent (commencing with the fiscal year ending December 31, 2017) and (ii) following the consummation of a Qualified IPO, the filing by the Parent of its required Annual Report on Form 10-K for any fiscal year with the SEC, the Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2012), a consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such consolidated statements to be certified by the chief executive officer or chief financial officer of the BorrowerParent, to the effect that (i) such statements fairlyfairly present, in all material respects, present the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Borrower Parent and its consolidated Subsidiaries in accordance with GAAP GAAP. If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, concurrently with the financial information required by this clause (a), the Borrower shall provide a reasonably detailed presentation of the consolidated financial position and (ii) there were no material contingent obligationsresults of operations of the Parent, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except Restricted Subsidiaries as disclosed therein or as otherwise disclosed in writing to of the Administrative Agent end of and adequate reserves for such items have been made fiscal year which financial presentation shall exclude the financial position and results of operations of the Unrestricted Subsidiaries and be certified by the chief executive officer or the chief financial officer of the Parent as fairly presenting in accordance with GAAP;all material respects such consolidated financial position and results of operations as of the end of and for such year.

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 150 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2012)Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ shareholder’s equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such statements to be certified by the chief executive officer or chief a financial officer of the Borrower, to the effect that (i) such statements fairly, in all material respects, present the financial condition, results of operations, partners’ shareholder’s equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;

Annual Financial Reports. The Borrower Upon the earlier to occur of (i) 120 days after the end of any fiscal year of the Parent and (ii) the filing by the Parent of its required Annual Report on Form 10-K for any fiscal year with the SEC, the Parent shall provide, or shall cause to be provided, to the Administrative AgentAgent (or, as soon as availablesolely with respect to the year ending December 31, but in any event 2016, the Borrower shall provide, or shall cause to be provided to the Administrative Agent within 120 days after such date), a consolidated balance sheet of the Parent and its Subsidiaries as at the end of each such fiscal year of (or, solely for the Borrower (commencing with the fiscal year ended ending December 31, 2012)2016, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal yeardate), and the related consolidated statements of income or operations, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such consolidated statements to be certified by the chief executive officer or chief financial officer of the BorrowerParent, to the effect that (i) such statements fairlyfairly present, in all material respects, present the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Parent and its Subsidiaries (or the Borrower and its Subsidiaries as of such date for the year ending December 31, 2016) in accordance with GAAP GAAP, and (ii) there were no material contingent obligations, material unaccrued liabilities for taxesTaxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Parent and its Subsidiaries (or the Borrower and its SubsidiariesSubsidiaries as of such date for the year ending December 31, 2016), except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended ending December 31, 20122009), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries (excluding, in the case of Foreign Subsidiaries, consolidating balance sheets) as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, partnersshareholders’ equity and cash flows flow for such fiscal yearyear (excluding (i) consolidating cash flow and (ii) in the case of Foreign Subsidiaries, consolidating statements of income or operations, shareholders’ equity and cash flow), setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such consolidating statements to be certified by the chief executive officer or officer, chief financial officer officer, treasurer or controller of the Borrower, Borrower to the effect that (i) such statements fairly, are fairly stated in all material respects, present respects when considered in relation to the consolidated financial condition, results of operations, partners’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses statements of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;.

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 150 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2012)Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ shareholder’s equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, 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 such statements to be certified by the chief executive officer or chief a financial officer of the Borrower, to the effect that (i) such statements fairly, in all material respects, present the financial condition, results of operations, partners’ shareholder’s equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2012)2013) or such earlier date as required for the filing of Borrower’s Form 10-K pursuant to SEC rules, a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an PricewaterhouseCoopers LLP or any other independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion (i) shall be prepared in accordance with generally accepted auditing standards and GAAP, (ii) shall not be subject to any “going concern” or like qualification or exception (other than with regard to the current maturity of the Obligations or a portion thereof in any opinion delivered for the fiscal year ending immediately prior to the Revolving Maturity Date) or any qualification or exception as to the scope of such audit, and (iii) shall state that such statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (i) such statements fairlyfairly present, in all material respects, present the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;.

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 on or before 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended ending December 31, 20122014), (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally or regionally 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 such consolidating statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (iA) such statements fairlyfairly present, in all material respects, present the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP GAAP, and (iiB) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP, and (ii) a copy of the management discussion and analysis with respect to such financial statements;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 20122015), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such consolidated statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (i) such statements fairlyfairly present, in all material respects, present the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP GAAP, and (ii) there were no material contingent obligations, material unaccrued liabilities for taxesTaxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 one hundred twenty (120) days after the end of each fiscal year of the Borrower Borrower, a (commencing with the fiscal year ended December 31, 2012), a i) consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ shareholder’s equity and cash flows for such fiscal year, setting forth in each case forth, commencing with the fiscal year ended December 31, 2022, in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 qualification, disclosure, exception or any qualification or exception explanatory language as to the scope of such audit, other than solely as a result of the upcoming maturity of any Obligations, and such statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (iA) such statements fairly, in all material respects, present the financial condition, results of operations, partners’ shareholder’s equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (iiB) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;GAAP and (ii) a copy of the management discussion and analysis with respect to such financial statement. Notwithstanding the foregoing, with respect to the fiscal year ended December 31, 2020, the financial statements referred to in this Section 5.2(a) shall be audited for the period commencing on the Effective Date and ending on December 31, 2020.

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 20122018), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (i) such statements fairly, in all material respects, present the financial condition, results of operations, partners’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;

Annual Financial Reports. The Borrower Parent shall provide, or shall cause to be provided, to the US Administrative Agent, as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower Parent (commencing with the fiscal year ended ending December 31, 20122019), (i) a consolidated balance sheet of the Borrower Parent and its Subsidiaries (ii) a consolidating balance sheet of the Repeat Precision Investment and any Unrestricted Subsidiaries, in the case of this clause (ii), taken as a whole (or, at the election of the Parent, on an individual basis), as at the end of such fiscal year, and (x) the related consolidated statements of income or operations, partnersshareholders’ equity and cash flows of the Parent and (y) the related consolidating statements of income or operations, shareholders’ equity and cash flows of the Repeat Precision Investment and any Unrestricted Subsidiaries, in the case of this clause (y) taken as a whole (or, at the election of the Parent, on an individual basis), for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements (but not, for the avoidance of doubt, any consolidating financial statements) to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing (or regionally recognized standing reasonably acceptable to the US Administrative Agent, it being understood that PWC LLP is 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; provided that, it shall not be a violation of this clause (a) if the audit and opinion accompanying such statements Financial Statements is subject to be certified by the chief executive officer a “going concern” or chief financial officer like qualification solely as a result of the Borrower, Maturity Date being scheduled to occur within 12 months from the effect that (i) date of such statements fairly, in all material respects, present the financial condition, results of operations, partners’ equity audit and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;opinion.

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 20122017), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (i) such statements fairly, in all material respects, present the financial condition, results of operations, partners’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December January 31, 2012), a consolidated and consolidating balance sheet of the Parent, the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, partners’ shareholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with SEC guidelines and GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such consolidating statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (i) such statements fairlyfairly present, in all material respects, present the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Parent, the Borrower and its Subsidiaries in accordance with SEC guidelines and GAAP and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Parent, the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with SEC guidelines and GAAP;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 on or before 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended ending December 31, 20122014), (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally or regionally 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 such consolidating statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (iA) such statements fairlyfairly present, in all material respects, present the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP GAAP, and (iiB) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-long term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP, and (ii) a copy of the management discussion and analysis with respect to such financial statements;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended ending December 31, 20122009), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries (excluding, in the case of Foreign Subsidiaries, consolidating balance sheets) as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, partnersshareholders’ equity and cash flows flow for such fiscal yearyear (excluding (i) consolidating cash flow and (ii) in the case of Foreign Subsidiaries, consolidating statements of income or operations, shareholders’ equity and cash flow), setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such consolidating statements to be certified by the chief executive officer or officer, chief financial officer officer, treasurer or controller of the Borrower, Borrower to the effect that (i) such statements fairly, are fairly stated in all material respects, present respects when considered in relation to the consolidated financial condition, results of operations, partners’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses statements of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 20122014), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partners’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (i) such statements fairly, in all material respects, present the financial condition, results of operations, partners’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 20122011), a consolidated balance sheet of the Borrower and its Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an PricewaterhouseCoopers LLP or any other independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards GAAP and shall not be subject to any “going concern” or like qualification or exception (other than with regard to the current maturity of the Obligations or a portion thereof in any opinion delivered for the fiscal year ending immediately prior to the Revolving Maturity Date or the Term Maturity Date) or any qualification or exception as to the scope of such audit, and such consolidated statements to be certified by the chief executive officer or officer, chief financial officer officer, treasurer or controller of the Borrower, Borrower to the effect that (i) such statements fairly, in all material respects, fairly present the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP and (ii) there were no all material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made respects in accordance with GAAP;

Annual Financial Reports. The Borrower Parent shall provide, or shall cause to be provided, to the US Administrative Agent, as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower Parent (commencing with the fiscal year ended ending December 31, 20122017), (i) a consolidated balance sheet of the Borrower Parent and its Subsidiaries (ii) a consolidating balance sheet of the RJ Machine JV Investment and any Unrestricted Subsidiaries, in the case of this clause (ii), taken as a whole (or, at the election of the Parent, on an individual basis), as at the end of such fiscal year, and (x) the related consolidated statements of income or operations, partnersshareholders’ equity and cash flows of the Parent and (y) the related consolidating statements of income or operations, shareholders’ equity and cash flows of the RJ Machine JV Investment and any Unrestricted Subsidiaries, in the case of this clause (y) taken as a whole (or, at the election of the Parent, on an individual basis), for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements (but not, for the avoidance of doubt, any consolidating financial statements) to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing (or regionally recognized standing reasonably acceptable to the US Administrative Agent, it being understood that PWC LLP is 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; provided that, it shall not be a violation of this clause (a) if the audit and opinion accompanying such statements Financial Statements is subject to be certified by the chief executive officer a “going concern” or chief financial officer like qualification solely as a result of the Borrower, Maturity Date being scheduled to occur within 12 months from the effect that (i) date of such statements fairly, in all material respects, present the financial condition, results of operations, partners’ equity audit and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;opinion.

Annual Financial Reports. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 20122013), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operationsincome, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal yearyear (other than the fiscal year ended December 31, 2013), all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 auditaudit except to the extent such consolidated statements are qualified pursuant to the below, and such statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (i) such statements fairly, fairly present in all material respects, present respects the financial condition, results of operations, partnersshareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP GAAP, subject only to the exclusion of both stock based compensation and the effects of deferred income Taxes (ii) there were no material contingent obligationsin each case, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses to the extent such items are recorded at the Parent and do not affect the consolidated statements of the Borrower and its Subsidiariesand, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves case of the effects of deferred income Taxes, only for such items have been made Tax years in accordance which the Borrower is a pass-through entity or a member of a consolidated group with GAAP;the Parent for Tax purposes), and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

Annual Financial Reports. The Borrower Company shall provide, or shall cause to be provided, deliver to the Administrative Agent, with a copy for each Lender, as soon as available, but in any event within 120 90 days after the end last day of each of its fiscal year of the Borrower years, an audited consolidated (commencing with the fiscal year ended December 31, 2012), a consolidated and an unaudited consolidating) balance sheet of the Borrower and its Subsidiaries Parent as at the end such last day of each such fiscal year, and the related consolidated and consolidating statements of income or operationsand retained earnings and changes in financial position, partners’ equity and cash flows for such fiscal year, and setting forth in each case in comparative form the figures for the previous Budget and the immediately preceding fiscal year, all each prepared in accordance with GAAP (except as required by any change in accounting principles or concurred in by Parent's independent certified public accountants), in reasonable detail (although the consolidating financial statements delivered pursuant to this Section 5.01(a) shall cover the Subsidiaries (or group of Subsidiaries) and shall be in such detail as are consistent with the consolidating financial statements prepared by the Company for the Lenders at the date of this Agreement), and, as to the consolidated financial statements, certified without qualification (other than relating to a change in accounting principles with which such accountants concur and other than any other qualification which the Administrative Agent and the Required Lenders deem, in their reasonable judgment, to be immaterial) by PricewaterhouseCoopers LLP or another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent as fairly presenting in all material respects the financial position and the results of operations of Parent as at and for the year ending on such date and as having been prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally 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 such statements to be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (i) such statements fairly, in all material respects, present the financial condition, results of operations, partners’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligations, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;.

Annual Financial Reports. The Borrower Parent shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower Parent (commencing with the fiscal year ended ending December 31, 20122014), (i) a consolidated balance sheet of the Borrower Parent and its Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, partnersshareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing (or regionally recognized standing reasonably acceptable to the Administrative Agent, it being understood that UHY LLP is 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, ; provided that it shall not be a violation of this clause (a) if the audit and such statements opinion accompanying the Financial Statements for any fiscal year is subject to be certified by the chief executive officer (1) a “going concern” or chief financial officer like qualification solely as a result of the BorrowerRevolving Maturity Date or the Term Maturity Date being scheduled to occur within 12 months from the date of such audit and opinion or (2) any such qualification pertaining to any breach of any financial covenant set forth herein, to the effect that (i) such statements fairly, in all material respects, present the financial condition, results of operations, partners’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP and (ii) there were no material contingent obligationsonly if prepared by Parent, material unaccrued liabilities for taxes, material unusual forward or long-term commitments, or material unrealized or anticipated losses a copy of the Borrower management discussion and its Subsidiaries, except as disclosed therein or as otherwise disclosed in writing analysis with respect to the Administrative Agent and adequate reserves for such items have been made in accordance with GAAP;consolidated Financial Statements.