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Audited Financial Statements
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Quarterly Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each of the first three fiscal quarters of the Parent Borrower, a company-prepared consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at the end of such period and related company-prepared statements of income and retained earnings and of cash flows for the Parent Borrower and its consolidated Subsidiaries for such quarterly period and for the portion of the fiscal year ending with such period, in each case setting forth in comparative form consolidated figures for the corresponding period or periods of the preceding fiscal year (subject to normal recurring year-end audit adjustments and the absence of footnotes).

Company Financial Statements. The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been made available to the # have been prepared from, and are in accordance with, the books and records of the Company; # fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; # complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and # have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

(i) The audited consolidated balance sheets and related statements of income and cash flows of Castle and its Subsidiaries as of and for the fiscal years ended December 31, 2015 and 2016, furnished to the [[Organization B:Organization]] and the Lenders on or prior to the Closing Date, present fairly in all material respects the consolidated financial position of Castle and its Subsidiaries as of such dates and for such periods and # the unaudited consolidated balance sheets and related statements of income and cash flows of Castle and its Subsidiaries as of and for the fiscal quarter ended March 31, 2017 furnished to the [[Organization B:Organization]] and the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial condition of Castle and its Subsidiaries as of such dates and for such periods, subject to normal year-end adjustments and the absence of footnotes. All such financial statements (the "Financial Statements") have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes.

Furnish [[Organization B:Organization]] and Lenders within one hundred twenty (120) days after the end of each fiscal year of Castle, financial statements of Castle and its Subsidiaries on a consolidated basis including, but not limited to, statements of income and stockholders' equity and cash flow from the

Annual Financial Statements. Within 90 days after the close of each fiscal year of Borrower, # the audited consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income and retained earnings and statement of cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year and certified by KPMG or other independent certified public accountants of recognized standing, together with a report of such accounting firm (which report shall be without a “going concern” or like qualification or exception and without any qualification or exception as to scope of audit) and # management’s discussion and analysis of the important operational and financial developments during such fiscal year.

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.

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