Common use of Annual Financial Statements Clause in Contracts

Annual Financial Statements. as soon as available, and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; and (ii) with respect such consolidated financial statements a report thereon of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as soon as Promptly after becoming available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) the consolidated balance sheets of the Borrower and its Subsidiaries Holdings as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries Holdings for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and certified by the chief financial officer of the Borrower as fairly presentingdetail, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicatedtogether with a Financial Officer Certification with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries Holdings as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) (such report shall also include (x) a detailed summary of any audit adjustments; (y) a reconciliation of any audit adjustments or reclassifications to the previously provided quarterly financials; and (z) restated quarterly financials for any impacted periods); and (iii) the balance sheets of Company as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Company for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with a Financial Officer Certification with respect thereto;

Annual Financial Statements. as As soon as available, and in any event within 90 days (or, if Holdings files an extension with the SEC, 105 days) after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs, (i) the consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing with the first Fiscal Year for which such corresponding figures are available covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP or other an independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, available and in any event within 90 days after the end close of each Fiscal Yearfiscal year of the Borrower (or, (i) if earlier, not later than the date of required submissions to the SEC, for so long as the Borrower is subject to the reporting requirements of the 1934 Act), the audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated statements of incomeincome and loss, of stockholders’ equity and of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in setting forth comparative form the corresponding figures for the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and certified accompanied by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower notes thereto and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; and (ii) an opinion with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably satisfactory to the Administrative Agent (which report opinion shall be unqualified as to going concern and scope of audit, and shall (i) state that such accountants audited such consolidated financial statements fairly presentin accordance with generally accepted auditing standards, that such accountants believe that such audit provides a reasonable basis for their opinion, and that in their opinion such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries consolidated subsidiaries as at the dates indicated end of such fiscal year and the consolidated results of their operations and their cash flows for the periods indicated such fiscal year in conformity with GAAP applied on a basis consistent GAAP, or (ii) contain such statements as are customarily included in unqualified reports of independent accountants in conformity with prior years the recommendations and requirements of the American Institute of Certified Public Accountants (except as otherwise disclosed in such financial statements) and that the examination by or any successor organization), together with any management letters of such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);addressed to the Borrower or any other Credit Party.

Annual Financial Statements. as As soon as available, and in any event within 90 days (or, if Holdings files an extension with the SEC, 105 days) after the end of each Fiscal Year, commencing with the Fiscal Year in which the ClosingRestatement Effective Date occurs, (i) the consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing with the first Fiscal Year for which such corresponding figures are available covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP or other an independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 120 days after the end of each Fiscal YearYear (commencing with the Fiscal Year ending December 31, 2016), (i) the consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholderschanges in members’ equity and cash Cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth forth, in each case case, in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing selected by the Borrower, Borrower and reasonably satisfactory to the Administrative Agent (it being agreed that RSM US LLP is reasonably satisfactory to Administrative Agent), which report shall be unqualified as to “going concern concern” and scope of auditaudit (other than any qualification or exception that is solely with respect to, or resulting solely from, (A) an upcoming maturity date of any of the Obligations or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash Cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within (x) 120 days after the end of the Fiscal Year ending December 31, 2012 and (y) 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2013, (1) (i) the audited consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer detail, together with a Narrative Report with respect thereto (it being understood that all of the Borrower as fairly presenting, foregoing information may be furnished in all material respects, the financial condition form of a Form 10-K and only the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; information required by such Form 10-K shall be required by this Section 5.1(c)(1)(i)) and (ii) a Financial Officer Certification with respect thereto and (2) with respect to such audited consolidated financial statements statements, a report thereon of Deloitte and Touche Xxxxx Xxxxxxxx LLP or other independent certified public accountants of recognized national or regional standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (the firm delivering such report, the “Accounting Firm”) (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 (i) 180 days after the end of the Fiscal Year ended December 31, 2017 or (ii) 120 days after the end of each subsequent Fiscal Year, (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail and certified by the chief financial officer of the Borrower as fairly presentingdetail, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicatedtogether with a Financial Officer Certification with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP Ernst & Young or other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably satisfactory to the Administrative Agent (it being agreed and acknowledged that any of the “Big Four” accounting firms is satisfactory to Administrative Agent), which report shall be unqualified as to going concern and scope of auditaudit (other than as to going concern), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 days (or if Holdings files an extension with the SEC 105 days) after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs, (i) the consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing with the first Fiscal Year for which such corresponding figures are available covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP or other an independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 one hundred five (105) days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs, (i) the consolidated balance sheets of the Borrower Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity income and cash flows of the Borrower Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear (the making of such comparisons to commence with the financial statements delivered for the Fiscal Year ending December 31, 2012), in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and & Touche LLP LLP, any other “Big Four” accounting firm selected by Parent, or any other independent certified public accountants of recognized national standing selected by the Borrower, Parent and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, available and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheets fiscal year of the Borrower and its Subsidiaries as at Borrower, the end of such Fiscal Year and the related audited consolidated statements of income, stockholders’ equity ' equity, changes in financial position and cash flows of the Borrower and its Consolidated Subsidiaries for such Fiscal Yearfiscal year, and the related consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal year, and setting forth in each case in comparative form the corresponding figures for the previous Fiscal Yearpreceding fiscal year, in reasonable detail and certified accompanied by the chief financial officer related unqualified opinion of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; and (ii) with respect such consolidated financial statements a report thereon of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably satisfactory acceptable to the Administrative Agent (Agent, which report shall be unqualified as to going concern and scope of audit, and opinion shall state that such consolidated said financial statements fairly present, in all material respects, present the consolidated financial position condition and results of operations of the Borrower and its Consolidated Subsidiaries as at the dates indicated end of, and the results of their operations for, such fiscal year and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in that such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has have been made prepared in accordance with generally accepted auditing standardsGAAP, except for such changes in such principles with which the independent public accountants shall have concurred and such opinion shall not contain a "going concern" or like qualification or exception, accompanied by the certificate of a Responsible Officer, which certificate shall state that said financial statements fairly present the consolidated financial condition and results of operations of the Borrower and its Consolidated Subsidiaries in accordance with GAAP, as at the end of, and for, such period (subject to normal year-end audit adjustments);, together with calculations confirming the Borrower's compliance with all financial covenants, certified by a senior financial officer of Borrower.

Annual Financial Statements. as soon as available, and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholderschanges in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs, (i) the consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing with the first Fiscal Year for which such corresponding figures are available, and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP KPMG or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2014, (i) the consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing with the first Fiscal Year for which such corresponding figures are available, and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP KPMG or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);in

Annual Financial Statements. as As soon as available, and in any event within 90 120 days after the end of each Fiscal Year, commencing with the first full Fiscal Year after the Closing Date occurs, (i) the consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries, if any, from such financial statements delivered under this clause (b) and setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail commencing with the first Fiscal Year for which such corresponding figures are available, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of KPMG, Deloitte and Touche LLP or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly presentpresent fairly, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with auditing standards generally accepted auditing standardsin the United States);

Annual Financial Statements. as As soon as available, and in any event within 90 180 days after the end of each Fiscal Year, (i) the audited consolidated balance sheets of the Borrower Borrowers and its their Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Borrowers and its their Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP or other an independent certified public accountants of recognized national standing selected by the BorrowerBorrowers, and reasonably satisfactory to the Administrative Agent Lender (it being agreed and acknowledged that any of the “Big Four” accounting firms is satisfactory to Lender), which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Borrowers and its their Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. To Administrative Agent and Lenders, as soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year in which the date of this Agreement occurs, (i) the consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form, in each case as and to the extent required by Argentine law to be contained in comparative form periodic filings of such financial statements with the CNV, the corresponding figures for the previous Fiscal YearYear covered by such financial statements, in reasonable detail and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateddetail; and (ii) with respect to such consolidated and consolidating financial statements a report thereon of Deloitte and Touche LLP PricewaterhouseCoopers or other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP IFRS applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 120 days after the end of each Fiscal YearYear (commencing with the Fiscal Year ending December 31, 2016), (i) the consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholderschanges in members’ equity and cash Cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth forth, in each case case, in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing selected by the Borrower, Holdings and reasonably satisfactory to the Administrative Agent (it being agreed that RSM US LLP is reasonably satisfactory to Administrative Agent), which report shall be unqualified as to “going concern concern” and scope of auditaudit (other than any qualification or exception that is solely with respect to, or resulting solely from, (A) an upcoming maturity date of any of the Obligations or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash Cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event no later than the earlier of (i) the date Holdings is required to file its Form 10-K with the SEC for a Fiscal Year (taking into account any extensions of the time to file) and (ii) within 90 one hundred twenty (120) days after the end of each Fiscal Year, (i) the consolidated balance sheets sheet of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, in reasonable detail, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP KPMG LLC or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 one hundred five (105) days after the end of each Fiscal Year, commencing with the Fiscal Year ended December 31, 2010, (i) the consolidated balance sheets of the Borrower Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity income and cash flows of the Borrower Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear (the making of such comparisons to commence with the financial statements delivered for the Fiscal Year ending December 31, 2012), in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and & Touche LLP LLP, any other “Big Four” accounting firm selected by Parent, or any other independent certified public accountants of recognized national standing selected by the Borrower, Parent and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as soon as available, and in any event within 90 Within 120 days after the end of each Fiscal Year, (iYear,(x) the consolidated balance sheets of the Borrower and its Subsidiaries Subsidiaries, as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail complete with supporting notes and certified by schedules as applicable, together with a certification of the chief financial officer of the Borrower (or a Person holding a comparable position), as applicable, that such financial statements fairly presentingpresent, in all material respects, the financial condition of the Borrower and its Subsidiaries Borrower, as at the date dates indicated and the results of their its operations and cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and (iiy) with respect to such consolidated financial statements a an audit report thereon of Deloitte and Touche LLP or other from an independent certified public accountants accounting firm of recognized national standing selected by the Borrower, Xxxxxxxx and reasonably satisfactory acceptable to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstandards of the Public Company Accounting Oversight Board (United States);

Annual Financial Statements. as As soon as available, and in any event within 90 120 days after the end of each Fiscal Year, (ix) the consolidated balance sheets of the Borrower and its Subsidiaries Subsidiaries, as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail complete with supporting notes and certified by schedules as applicable, together with a certification of the chief financial officer of the Borrower (or a Person holding a comparable position), as applicable, that such financial statements fairly presentingpresent, in all material respects, the financial condition of the Borrower and its Subsidiaries Borrower, as at the date dates indicated and the results of their its operations and cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and (iiy) with respect to such consolidated financial statements a an audit report thereon of Deloitte and Touche LLP or other from an independent certified public accountants accounting firm of recognized national standing selected by the Borrower, Borrower and reasonably satisfactory acceptable to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstandards of the Public Company Accounting Oversight Board (United States);

Annual Financial Statements. as As soon as available, and in any event within 90 withinWithin 120 days after the end of each Fiscal Year, (ix) the consolidated balance sheets of the Borrower and its Subsidiaries Subsidiaries, as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail complete with supporting notes and certified by schedules as applicable, together with a certification of the chief financial officer of the Borrower (or a Person holding a comparable position), as applicable, that such financial statements fairly presentingpresent, in all material respects, the financial condition of the Borrower and its Subsidiaries Borrower, as at the date dates indicated and the results of their its operations and cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and (iiy) with respect to such consolidated financial statements a an audit report thereon of Deloitte and Touche LLP or other from an independent certified public accountants accounting firm of recognized national standing selected by the Borrower, Borrower and reasonably satisfactory acceptable to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstandards of the Public Company Accounting Oversight Board (United States);

Annual Financial Statements. as As soon as available, and in any event within 90 120 days after the end of each Fiscal Year, (ix) the consolidated balance sheets of the Borrower and its Subsidiaries Subsidiaries, as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail complete with supporting notes and certified by schedules as applicable, together with a certification of the chief financial officer of the Borrower (or a Person holding a comparable position), as applicable, that such financial statements fairly presentingpresent, in all material respects, the financial condition of the Borrower and its Subsidiaries Borrower, as at the date dates indicated and the results of their its operations and cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and (iiy) with respect to such consolidated financial statements a an audit report thereon of Deloitte and Touche LLP or other from an independent certified public accountants accounting firm of recognized national standing selected by the Borrower, Borrower and reasonably satisfactory acceptable to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsstandards of the Public Company Accounting Oversight Board (United States);

Annual Financial Statements. as As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2014, (i) the consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing with the first Fiscal Year for which such corresponding figures are available, and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP KPMG or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheets of the Borrower Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail and certified by the chief financial officer of the Borrower as fairly presentingdetail, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicatedtogether with a Financial Officer Certification with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche Mxxx Axxxx, LLP or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards)standards in the United States of America;

Annual Financial Statements. as As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2015, (i) the consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing with the first Fiscal Year for which such corresponding figures are available, and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP KPMG or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs, (i) the consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP or other an independent certified public accountants accountant of recognized national standing selected by the Borrower, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 120 days after the end of each Fiscal YearYear (commencing with the Fiscal Year ending on or about May 30, 2023), (i) the consolidated and consolidating balance sheets of the Borrower Holdings and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and, with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth forth, in each case case, in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, all in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated and consolidating financial statements statements, a report thereon of Deloitte and Touche Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report and accompanying financial statements (x) for any Fiscal Year ending after May 30, 2023 shall be unqualified as to going concern and scope of audit, and (y) shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. Upon filing with the Securities and Exchange Commission, a Form 10-K, and solely in the event Purchaser makes a written request therefor after the Closing Date, as soon as available, practicable and in any event within 90 ninety days after the end of each Fiscal Year, (i) the consolidated balance sheets of the Borrower Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and certified by the chief financial officer of the Borrower as fairly presentingdetail, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; together with a Financial Officer Certification with respect thereto and (ii) with respect to such consolidated financial statements statements, a report thereon of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, an Acceptable Auditor and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Company and its Subsidiaries as at of the dates indicated and the results of their operations and their cash flows for the periods indicated and are in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, available and in any event within 90 one hundred and twenty (120) days after the end of each Fiscal Yearfiscal year of the Borrower, (i) audited consolidated statements of income and stockholder's equity and cash flow statements of the Borrower and its Consolidated Subsidiaries for such fiscal year, and audited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case in comparative form corresponding consolidated figures from the corresponding figures for immediately preceding fiscal year of the previous Fiscal YearBorrower, all in reasonable detail and certified by satisfactory in form, substance, and scope to the chief financial officer Agent, together with the unqualified opinion of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; and (ii) with respect such consolidated financial statements a report thereon of Deloitte and Touche LLP or other independent certified public accountants of recognized national standing as are selected by the Borrower, Borrower and reasonably satisfactory acceptable to the Administrative Agent (which report shall be unqualified as to going concern and scope of auditAgent, and shall state stating that such consolidated financial statements fairly present, in all material respects, present the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at of the dates date indicated and the consolidated results of their operations and their cash flows changes in financial position for the periods period indicated in conformity with GAAP GAAP, consistently applied on a basis consistent with prior years (except as otherwise for such inconsistencies which may be disclosed in such financial statements) report), and such opinion shall not contain a "going concern" or like qualification or exception, and that the examination audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);.

Annual Financial Statements. as As soon as available, and in any event within 90 ninety (or in the case of financial statements prepared in accordance with IFRS, 120) days after the end of each Fiscal Year, commencing with the Fiscal Year in which the Closing Date occurs, (i) the consolidated balance sheets of the Administrative Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Administrative Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and certified by the chief financial officer of the Borrower as fairly presentingdetail, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicatedtogether with a Financial Officer Certification with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP PricewaterhouseCoopers Accounts N.V. or other independent certified public accountants of recognized national standing selected by the Administrative Borrower, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Administrative Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);; and (iii) the Dutch Annual Report.

Annual Financial Statements. as As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal YearYear commencing with the Fiscal Year ending December 31, 2021, (i) the consolidated and consolidating balance sheets of the Borrower Borrowers and its their Subsidiaries as at the end of such Fiscal Year and the related consolidated and consolidating statements of income, stockholders’ equity and statement of change in retained earnings and cash flows of the Borrower Borrowers and its their Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements statements, a report thereon of Deloitte and Touche Xxxxxxxx, LLP or other independent certified public accountants of recognized national standing selected by the Borrower, and a Big Four Accounting Firm or another accounting firm reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Borrowers and its their Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 ninety (90) days after the end of each Fiscal Year, (i) the consolidated and consolidating balance sheets of the Borrower Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by the BorrowerCompany, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of auditaudit (and shall not contain any explanatory paragraph or paragraph of emphasis with respect to going concern), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) (it being understood that the delivery by the Company of Annual Reports on Form 10-K of the Company and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.1(c);

Annual Financial Statements. as As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with Fiscal Year 2008, (i) the combined consolidated and consolidating balance sheets of the Borrower and its Subsidiaries Abitibi Entities as at the end of such Fiscal Year and the related combined consolidated (and, with respect to statements of income, consolidating) statements of income, stockholders’ ' equity and cash flows of the Borrower and its Subsidiaries Abitibi Entities for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such combined consolidated financial statements a report thereon of Deloitte and Touche PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings and Xxxxxxx, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such combined consolidated financial statements fairly present, in all material respects, the combined consolidated financial position of the Borrower and its Subsidiaries Abitibi Entities as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such combined consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 one hundred twenty (120) days after the end of each Fiscal YearYear (or, if earlier, the date required to be filed with the SEC, without giving effect to any extension permitted by the SEC), commencing with the Fiscal Year ended December 31, 2018, (i) the consolidated balance sheets of the Borrower and its Subsidiaries Group as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries Group for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing with the first Fiscal Year 121 for which such corresponding figures are available, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche LLP or other an independent certified public accountants accountant of recognized national standing selected by the BorrowerParent, and reasonably satisfactory to the Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, other than a “going concern” or like qualification that is solely resulting from any impending maturity of Indebtedness), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries Group as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP IFRS applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as As soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with Fiscal Year 2008, (i) the combined consolidated and consolidating balance sheets of the Borrower and its Subsidiaries Abitibi Entities as at the end of such Fiscal Year and the related combined consolidated (and, with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries Abitibi Entities for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail detail, together with a Financial Officer Certification and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicateda Narrative Report with respect thereto; and (ii) with respect to such combined consolidated financial statements a report thereon of Deloitte and Touche PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings and Xxxxxxx, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such combined consolidated financial statements fairly present, in all material respects, the combined consolidated financial position of the Borrower and its Subsidiaries Abitibi Entities as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such combined consolidated financial statements has been made in accordance with generally accepted auditing standards);

Annual Financial Statements. as soon as available, and in any event within 90 Within 100 days after the end close of each Fiscal Yearfiscal year of each of Holdings and the Borrower, (i) the consolidated and consolidating balance sheets of each of Holdings and its Subsidiaries and the Borrower and its Subsidiaries as at the end of such Fiscal Year fiscal year and the related consolidated and consolidating statements of income, stockholders’ equity income and retained earnings and of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year and, in the case of such consolidated financial statements, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail preceding fiscal year and comparable budgeted figures for such fiscal year and certified by the chief financial officer of the Borrower as fairly presenting, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicated; and (ii) with respect such consolidated financial statements a report thereon of Deloitte and Touche Price Waterhouse LLP or such other independent certified public accountants of recognized national standing selected by the Borrower, and as shall be reasonably satisfactory acceptable to the Administrative Agent (which report shall be unqualified as Agent, in each case to going concern and scope of audit, and shall state the effect that such consolidated financial statements fairly present, present in all material respects, respects the consolidated financial position condition of Holdings and its Subsidiaries and the Borrower and its Subsidiaries Subsidiaries, as at the case may be, as of the dates indicated and the results of their operations and their cash flows for changes, together with a certificate of such accounting firm stating that in the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) course of its regular audit of the business of Holdings and that its Subsidiaries and the examination by such accountants in connection with such consolidated financial statements has been made Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards);, no Default or Event of Default which has occurred and is continuing has come to their attention or, if such a Default or Event of Default has come to their attention a statement as to the nature thereof.

Annual Financial Statements. as As soon as available, and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheets of the Borrower Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal YearYear and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail and certified by the chief financial officer of the Borrower as fairly presentingdetail, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flows for the periods indicatedtogether with a Financial Officer Certification with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Deloitte and Touche Xxxx Xxxxx, LLP or other independent certified public accountants of recognized national standing selected by the BorrowerHoldings, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards)standards in the United States of America;