Quarterly Financial Statements. Within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of Borrower, # the unaudited consolidated balance sheet of Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related unaudited consolidated statements of income and retained earnings and statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year, all of which shall be certified by an Authorized Officer of Borrower that they fairly present in all material respects in accordance with generally accepted accounting principles the financial condition of Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes, and # management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period.

Historical Financial Statements. The Administrative Agent shall have received the Historical Financial Statements.

Annual Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2017), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in 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, audited and accompanied by a report of an independent certified public accountant of nationally recognized standing, which report 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.

its and each of the Distribution Companies' audited consolidated financial statements for each of their financial years; and

Since December 31, 2020 (and after delivery of annual audited financial statements in accordance with [Section 7.01(a)], from the date of the most recently delivered annual audited financial statements) there has been no development or event which has had or would reasonably be expected to have a Material Adverse Effect.

Its and each of the Distribution Companies’ audited consolidated financial statements most recently delivered to the Agent (which, at the date of this Agreement, are the Original Financial Statements):

the most recent fiscal year-end certified audited annual financial statements of such Borrower;

#Section 4.8(a) of the EnTrust Disclosure Schedule contains copies of # audited combined financial statements of EnTrust Capital Management LP and certain of its Affiliates named therein, consisting of the balance sheet of such entities as of December 31, 2013, and December 31, 2014, and the related statements of operations, changes in members’/owners’ equity and cash flows for the twelve (12)-month period ended thereon and audited combined financial statements of EnTrust Capital Inc. and certain of its Affiliates named therein, consisting of the balance sheet of such entities as of December 31, 2012, and the related statements of operations, changes in members’/owners’ equity and cash flows for the twelve (12)-month period ended thereon (each, an “EnTrust Audited Financial Statement”) and # unaudited consolidated financial statements, consisting of the unaudited balance sheet of EnTrust Capital Management LP and certain of its Affiliates reflected therein as of September 30, 2015 and the related statements of income and retained earnings, stockholder’s equity and cash flow for the nine-month period ended thereon (each, an “EnTrust Interim Financial Statement” and, together with the EnTrust Audited Financial Statements, the “EnTrust Financial Statements”).

(A) complete copies of QSHI’s audited financial statements, consisting of the balance sheet of QSHI at October 31, 2018, the related statements of income and retained earnings, stockholders’ equity, and cash flows for the year then ended (the “Annual Financial Statements”), which # Annual Financial Statements shall have been audited by a public accounting firm registered with the PCAOB and shall have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved and # all Quick Books files containing the financial records of QSHI.

“Audited Financial Statements” means the audited consolidated financial statements of the Target and its Subsidiaries which are # the financial position of the Target and its Subsidiaries at December 31, 2015, December 31, 2014 and December 31, 2013, # the results of its operations and cash flows for each of the three years in the period ended December 31, 2015 and # the notes included thereto.