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.

Quarterly Financial Statements. The unaudited Consolidated and consolidating balance sheet of the Borrower and its Subsidiaries dated July 31, 2019, and the related Consolidated and consolidating statements of income or operations, Shareholders’ Equity and cash flows for the fiscal quarter ended on that date # were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and # fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in Shareholders’ Equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

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

Notwithstanding anything to the contrary in this Exhibit A or elsewhere in this Agreement, the Management Bonus calculation shall be subject to an annual “true-up” based on the audited annual financial statements of Flagship for the applicable fiscal year, which shall occur promptly after receipt by Flagship of the applicable audited financial statements from its auditing firm. Flagship shall provide such audited annual financial statements to the Executive, along with the resulting true-up of the Management Bonus amount, if any, promptly after its receipt of such audited annual financial statements from its auditing firm. Any additional Management Bonus amounts determined to be owed by Flagship to the Executive pursuant to the true-up, or excess Management Bonus amounts determined to be owed by the Executive to Flagship pursuant to the true-up (as applicable), will be paid by the applicable Party to the other Party to within thirty (30) days after the applicable audited financial statements have been provided by Flagship to the Executive hereunder.

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.