Common use of Annual Financial Reports Clause in Contracts

Annual Financial Reports. The 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 Parent (commencing with the fiscal year ending December 31, 2019), (i) a consolidated balance sheet of the Parent as at the end of such fiscal year and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, (ii) a consolidating balance sheet of the Parent and its Subsidiaries (with separate columns for (A) Parent and its Restricted Subsidiaries, (B) Repeat Precision and its Subsidiaries and (C) all other Unrestricted Subsidiaries, if any) as at the end of such fiscal year and the related consolidating statements of income or operations, and cash flows for such fiscal year, (iii) a consolidated balance sheet of Repeat Precision and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows for such fiscal year, and (iv) only if there are any Unrestricted Subsidiaries other than Repeat Precision and its Subsidiaries, the consolidated balance sheet of all such Unrestricted Subsidiaries taken as a whole, as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows, taken as a whole, for such fiscal year, and in the case of each of the foregoing clauses (i), (ii), (iii) and (iv), setting forth 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 Financial Statements is subject to a “going concern” or like qualification solely as a result of the Maturity Date being scheduled to occur within 12 months from the date of such audit and opinion.

Annual Financial Reports. The Parent Borrower shall provide, or shall cause to be provided, to the US Administrative Agent, as soon as available, but in any event within 120 the earlier of (x) 90 days after the end of each fiscal year of the Parent Borrower (commencing with the fiscal year ending ended December 31, 2019)2012) and (y) the date such information is filed with the SEC, (i) a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal year year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, (ii) a consolidating balance sheet of the Parent and its Subsidiaries (with separate columns for (A) Parent and its Restricted Subsidiaries, (B) Repeat Precision and its Subsidiaries and (C) all other Unrestricted Subsidiaries, if any) as at the end of such fiscal year and the related consolidating statements of income or operations, and cash flows for such fiscal year, (iii) a consolidated balance sheet of Repeat Precision and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows for such fiscal year, and (iv) only if there are any Unrestricted Subsidiaries other than Repeat Precision and its Subsidiaries, the consolidated balance sheet of all such Unrestricted Subsidiaries taken as a whole, as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows, taken as a whole, for such fiscal year, and in the case of each of the foregoing clauses (i), (ii), (iii) and (iv), 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)standing, 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; (ii) 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, 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 GAAP, such consolidated statements to be unaudited; and (iii) consolidating balance sheets of the Unrestricted Subsidiaries on an entity basis as at the end of such fiscal year, and the related consolidating statements of income or operations, 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 GAAP, such consolidating statements to be unaudited. All such statements described in clauses (i)-(iii) of this Section 5.2(a) shall be certified by the chief executive officer or chief financial officer of the Borrower, to the effect that (1) such statements fairly present, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, and (2) there were no material contingent obligations, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP; provided thathowever, that the Borrower shall be deemed to have furnished the information required by clause (i) of this Section 5.2(a) if it shall not be a violation of this clause (a) if have timely filed such information for public availability with the audit and opinion accompanying such Financial Statements is subject to a “going concern” or like qualification solely as a result of the Maturity Date being scheduled to occur within 12 months from the date of such audit and opinion.SEC and/or on its internet home page;

Annual Financial Reports. The Parent shall provide, or shall cause Upon the earlier to be provided, to the US Administrative Agent, as soon as available, but in any event within 120 occur of (i) 90 days after the end of each any fiscal year of the Parent (commencing with the fiscal year ending December 31, 2019)2017) and (ii) following the consummation of a Qualified IPO, (i) 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, a consolidated balance sheet of the Parent and its consolidated Subsidiaries as at the end of such fiscal year year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, (ii) a consolidating balance sheet of the Parent and its Subsidiaries (with separate columns for (A) Parent and its Restricted Subsidiaries, (B) Repeat Precision and its Subsidiaries and (C) all other Unrestricted Subsidiaries, if any) as at the end of such fiscal year and the related consolidating statements of income or operations, and cash flows for such fiscal year, (iii) a consolidated balance sheet of Repeat Precision and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows for such fiscal year, and (iv) only if there are any Unrestricted Subsidiaries other than Repeat Precision and its Subsidiaries, the consolidated balance sheet of all such Unrestricted Subsidiaries taken as a whole, as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows, taken as a whole, for such fiscal year, and in the case of each of the foregoing clauses (i), (ii), (iii) and (iv), 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 and such consolidated statements to be a violation certified by the chief executive officer or chief financial officer of the Parent, to the effect that such statements fairly present, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its consolidated Subsidiaries in accordance with GAAP. If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, concurrently with the financial information required by this clause (a) if ), the audit and opinion accompanying such Financial Statements is subject to Borrower shall provide a “going concern” or like qualification solely as a result reasonably detailed presentation of the Maturity Date being scheduled to occur within 12 months from consolidated financial position and results of operations of the date Parent, the Borrower and its Restricted Subsidiaries as of the end of and for such audit fiscal year which financial presentation shall exclude the financial position and opinionresults 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 all material respects such consolidated financial position and results of operations as of the end of and for such year.

Annual Financial Reports. The Parent Borrower shall provide, or shall cause to be provided, to the US Administrative AgentAgent (to be provided by Administrative Agent to any Lender upon such Lender’s reasonable request), as soon as available, but in any event within 120 days after the end of each fiscal year of the Ultimate Parent (commencing with the fiscal year ending ended December 31, 20192017), (i) a consolidated and consolidating balance sheet of the Ultimate Parent and its Restricted Subsidiaries as at the end of such fiscal year year, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year, (ii) a consolidating balance sheet of the Parent and its Subsidiaries (with separate columns for (A) Parent and its Restricted Subsidiaries, (B) Repeat Precision and its Subsidiaries and (C) all other Unrestricted Subsidiaries, if any) as at the end of such fiscal year and the related consolidating statements of income or operations, and cash flows for such fiscal year, (iii) a consolidated balance sheet of Repeat Precision and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows for such fiscal year, and (iv) only if there are any Unrestricted Subsidiaries other than Repeat Precision and its Subsidiaries, the consolidated balance sheet of all such Unrestricted Subsidiaries taken as a whole, as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows, taken as a whole, for such fiscal year, and in the case of each of the foregoing clauses (i), (ii), (iii) and (iv), 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 any 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 GAAP and shall not be subject to any “going concern” or like qualification or exception (other than with respect to, or resulting from, (i) the occurrence of the scheduled Maturity Date within one year from the date such opinion is delivered or (ii) any potential inability to satisfy the financial maintenance covenant set forth in Section 6.16 on a future date or in a future period) or any qualification or exception as to the scope of such audit, and such consolidated and consolidating statements to be certified by the chief executive officer, chief financial officer, director of finance or controller of Borrower to the effect that such statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of Ultimate Parent and its Restricted Subsidiaries in all material respects in accordance with GAAP; provided that, it shall not be a violation of that with respect to any statements delivered pursuant to this clause (a) if ), the audit consolidating balance sheet, the related consolidating statements of income or operations, shareholders’ equity and opinion accompanying such Financial Statements is subject cash flow and other statements required hereunder shall explain in reasonably detail the differences between the information relating to a “going concern” or like qualification solely as a result of Ultimate Parent and its Restricted Subsidiaries, on the Maturity Date being scheduled to occur within 12 months from one hand, and Parent and its Restricted Subsidiaries, on the date of such audit and opinionother hand.

Annual Financial Reports. (i) The Parent Borrower shall provide, or shall cause to be provided, to the US Administrative Agent, as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Parent Borrower (commencing with the fiscal year ending ended December 31, 20192017), (i) a consolidated balance sheet sheets of the Parent Borrower and its Subsidiaries (and, to the extent that any Unrestricted Subsidiaries existed during the applicable period, consolidating balance sheets of the Borrower and its Subsidiaries, including Unrestricted Subsidiaries) as at the end of such fiscal year year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, (ii) a consolidating balance sheet of the Parent Borrower and its Subsidiaries (with separate columns for (A) Parent and its Restricted Subsidiariesand, (B) Repeat Precision and its to the extent that any Unrestricted Subsidiaries and (C) all other Unrestricted Subsidiariesexisted during the applicable period, if any) as at the end of such fiscal year and the related consolidating statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries, including Unrestricted Subsidiaries) for such fiscal year, (iii) a consolidated balance sheet of Repeat Precision and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows for such fiscal year, and (iv) only if there are any Unrestricted Subsidiaries other than Repeat Precision and its Subsidiaries, the consolidated balance sheet of all such Unrestricted Subsidiaries taken as a whole, as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows, taken as a whole, for such fiscal year, and in the case of each of the foregoing clauses (i), (ii), (iii) and (iv), 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 any 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 GAAP 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 and such consolidated and, if applicable, consolidating statements to be a violation certified by the chief executive officer, chief financial officer, director of this clause (a) if the audit and opinion accompanying such Financial Statements is subject to a “going concern” finance, treasurer or like qualification solely as a result controller of the Maturity Date being scheduled Borrower to occur within 12 months from the date effect that such statements fairly present the financial condition, results of such audit operations, shareholders’ equity and opinioncash flows of the Borrower and its Subsidiaries in all material respects in accordance with GAAP.

Annual Financial Reports. The Parent Borrower shall provide, or shall cause to be provided, to the US Administrative AgentAgent (to be provided by Administrative Agent to any Lender upon such Lender's reasonable request), as soon as available, but in any event within 120 days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31Ultimate Parent, 2019), (i) a consolidated and consolidating balance sheet of the Ultimate Parent and its Restricted Subsidiaries as at the end of such fiscal year year, and the related consolidated and consolidating statements of income or operations, shareholders’ ' equity and cash flows for such fiscal year, (ii) a consolidating balance sheet of the Parent and its Subsidiaries (with separate columns for (A) Parent and its Restricted Subsidiaries, (B) Repeat Precision and its Subsidiaries and (C) all other Unrestricted Subsidiaries, if any) as at the end of such fiscal year and the related consolidating statements of income or operations, and cash flows for such fiscal year, (iii) a consolidated balance sheet of Repeat Precision and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows for such fiscal year, and (iv) only if there are any Unrestricted Subsidiaries other than Repeat Precision and its Subsidiaries, the consolidated balance sheet of all such Unrestricted Subsidiaries taken as a whole, as at the end of such fiscal year and the related consolidated statements of income or operations, and cash flows, taken as a whole, for such fiscal year, and in the case of each of the foregoing clauses (i), (ii), (iii) and (iv), 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 any 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 GAAP and shall not be subject to any “"going concern” " or like qualification or exception (other than with respect to, or resulting from, (i) the occurrence of the scheduled Maturity Date within one year from the date such opinion is delivered or (ii) any potential inability to satisfy the financial maintenance covenant set forth in Section 6.16 on a future date or in a future period) or any qualification or exception as to the scope of such audit, and such consolidated and consolidating statements to be certified by the chief executive officer, chief financial officer, director of finance or controller of Borrower to the effect that such statements fairly present the financial condition, results of operations, shareholders' equity and cash flows of Ultimate Parent and its Restricted Subsidiaries in all material respects in accordance with GAAP; provided that, it shall not be a violation of that with respect to any statements delivered pursuant to this clause (a) if ), the audit consolidating balance sheet, the related consolidating statements of income or operations, shareholders' equity and opinion accompanying such Financial Statements is subject cash flow and other statements required hereunder shall explain in reasonably detail the differences between the information relating to a “going concern” or like qualification solely as a result of Ultimate Parent and its Restricted Subsidiaries, on the Maturity Date being scheduled to occur within 12 months from one hand, and Parent and its Restricted Subsidiaries, on the date of such audit and opinionother hand.