Common use of Financial Officer’s Certificate Clause in Contracts

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (1) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower as of the date and for the periods specified in accordance with GAAP consistently applied, (2) certifying on behalf of Borrower that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (3) with respect to any financial statements under Section 5.01(a) or (b), setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow, (4) setting forth a list of all Immaterial Subsidiaries as of the date of such financial statements and certifying that all such Subsidiaries designated as Immaterial Subsidiaries comply with the requirements set forth in the definition of “Immaterial Subsidiaries” and (5) setting forth the calculation and uses of the Cumulative Amount (and each of the components thereof) for the fiscal period then ended; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, use commercially reasonable efforts to obtain a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default with respect to the Financial Covenants has occurred during such fiscal year or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof; provided that, if such Compliance Certificate demonstrates that an Event of Default due to failure to comply with the Financial Covenants under Section 6.10 has not been cured prior to such time, Borrower may deliver, to the extent and within the time period permitted by Section 8.03, prior to or together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (1which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower as of the date and for the periods specified in accordance with GAAP consistently applied, (2A) certifying on behalf of Borrower that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (3) with respect to any financial statements under Section 5.01(a) or (b), setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow, (4) setting forth a list of all Immaterial Subsidiaries as of the date of such financial statements and certifying that all such Subsidiaries designated as Immaterial Subsidiaries comply with the requirements set forth in the definition of “Immaterial Subsidiaries” and (5) setting forth the calculation and uses of the Cumulative Amount (and each of the components thereof) for the fiscal period then ended; and (iiB) concurrently with any delivery of financial statements under Section 5.01(a) above, use commercially reasonable efforts to obtain a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of above (commencing with the financial statements for the first complete fiscal year of the Borrower beginning after the Closing Date), setting forth the Borrower’s calculation of Excess Cash Flow, (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income, such reconciliation to be on a quarterly basis, (D) calculating in reasonable detail the Consolidated Interest Coverage Ratio and the Senior Secured Net Leverage Ratio, and (E)(x) specifying all Investments made during the prior fiscal quarter in reliance on Section 6.04(r) and specifying which clause of Section 6.04(r) such Investment was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of Investments made pursuant to Section 6.04(r)(iii), the amount of Liquidity, (y) specifying all Dividends made during the prior fiscal quarter in reliance on Section 6.08(d) and specifying which clause of Section 6.08(d) such Dividend was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of Dividends made pursuant to Section 6.08(d)(ii), the amount of Liquidity, and (z) specifying all Permitted Prepayments made during the prior fiscal quarter in reliance on Section 6.11(a) and specifying which clause of Section 6.11(a) such Permitted Prepayment was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of a Permitted Prepayment made pursuant to Section 6.11(a)(i)(z)(2), the amount of Liquidity, and (ii) to the extent any Unrestricted Subsidiaries are in existence during the period covered by such financial statements, consolidating balance sheets, statements of income and cash flows separating out the results of the Borrower and its Restricted Subsidiaries, which audit was conducted in accordance with generally accepted auditing standardson the one hand, such accounting firm obtained no knowledge that any Default with respect to and the Financial Covenants has occurred during such fiscal year orUnrestricted Subsidiaries, if in on the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof; provided that, if such Compliance Certificate demonstrates that an Event of Default due to failure to comply with the Financial Covenants under Section 6.10 has not been cured prior to such time, Borrower may deliver, to the extent and within the time period permitted by Section 8.03, prior to or together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Defaultother;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (1) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower as of the date Designated Company (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for the periods specified in accordance with GAAP consistently applied, all purposes) (2A) certifying on behalf of Borrower that no Default has occurred or, if 1160381.015-CHISR02A - MSW such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (3) with respect to any financial statements under Section 5.01(a) or (b), setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow, (4) setting forth a list of all Immaterial Subsidiaries as of the date of such financial statements and certifying that all such Subsidiaries designated as Immaterial Subsidiaries comply with the requirements set forth in the definition of “Immaterial Subsidiaries” and (5) setting forth the calculation and uses of the Cumulative Amount (and each of the components thereof) for the fiscal period then ended; and (iiB) concurrently with any delivery of financial statements under Section 5.01(a) above, use commercially reasonable efforts to obtain a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of above (commencing with the financial statements for the first complete fiscal year of Borrower and its Subsidiariesthe Designated Company beginning after the Closing Date), which audit was conducted in accordance with generally accepted auditing standardssetting forth the Designated Company’s calculation of Excess Cash Flow, (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income, such accounting firm obtained no knowledge that any Default with respect reconciliation to be on a quarterly basis, (D) calculating in reasonable detail the Consolidated Interest Coverage Ratio and the Senior Secured Net Leverage Ratio for the four fiscal quarter period ended on the last day of the period covered by such financial statements, and certifying as to the Designated Company’s compliance (or failure to comply) with the Financial Covenants has occurred during Performance Covenant for the four fiscal quarter period ended on the last day of the period covered by such fiscal year orfinancial statements, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof; provided thatand, if such Compliance Certificate demonstrates that an Event of Default due to failure to comply with of the Financial Covenants under Section 6.10 has not been cured prior to such timePerformance Covenant, Borrower any of the Specified Holders may deliver, to the extent and within the time period permitted by Section 8.03, prior to or together with such Compliance Certificate, notice of its their intent to cure (a “Notice of Intent to Cure”) such Event of DefaultDefault pursuant to, and to the extent permitted under, Section 8.04; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document, and (E)(x) specifying all Investments made during the prior fiscal quarter in reliance on Section 6.04(r) and specifying which clause of Section 6.04(r) such Investment was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of Investments made pursuant to Section 6.04(r)(iii), the amount of Liquidity, (y) specifying all Dividends made during the prior fiscal quarter in reliance on Section 6.08(d) and specifying which clause of Section 6.08(d) such Dividend was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of Dividends made pursuant to Section 6.08(d)(ii), the amount of Liquidity, and (z) specifying all Permitted Prepayments made during the prior fiscal quarter in reliance on Section 6.11(a) and specifying which clause of Section 6.11(a) such Permitted Prepayment was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of a Permitted Prepayment made pursuant to Section 6.11(a)(i)(z)(2), the amount of Liquidity, and (ii) to the extent any Unrestricted Subsidiaries are in existence during the period covered by such financial statements, consolidating balance sheets, statements of income and cash flows separating out the results of the Designated Company and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (1) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower as of the date and for the periods specified in accordance with GAAP consistently applied, (2) certifying on behalf of Borrower that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (3) with respect to any financial statements under Section 5.01(a) or (b), setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Financial CovenantsCovenant, and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow, (4) setting forth a list of all Immaterial Subsidiaries as of the date of such financial statements and certifying that all such Subsidiaries designated as Immaterial Subsidiaries comply with the requirements set forth in the definition of “Immaterial Subsidiaries” and (5) setting forth the calculation and uses of the Cumulative Amount (and each of the components thereof) for the fiscal period then ended; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, use commercially reasonable efforts to obtain a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default with respect to the Financial Covenants Covenant has occurred during such fiscal year or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof; provided that, if such Compliance Certificate demonstrates that an Event of Default due to failure to comply with the Financial Covenants Covenant under Section 6.10 has not been cured prior to such time, Borrower may deliver, to the extent and within the time period permitted by Section 8.03, prior to or together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default;

Financial Officer’s Certificate. [ ], 20[__] The undersigned officer1 of Sunrun Neptune Portfolio 2016-A, LLC, a Delaware limited liability company (ithe “Borrower”) Concurrently with any delivery and the sole member of financial statements under [describe applicable Opcos], hereby delivers this Financial Officer’s Certificate pursuant to Section 5.01(a6.01(a)(vi) of that certain Credit Agreement, dated as of May 9, 2017 (as amended, restated, amended and restated, supplemented or (botherwise modified from time to time, the “Credit Agreement”), among Sunrun Neptune Portfolio 2016-A, LLC, a Compliance Certificate Delaware limited liability company (1) stating that such financial statements fairly present, in all material respectsthe “Borrower”), the consolidated financial conditioninstitutions as Lenders from time to time party thereto (each individually a “Lender” and, results of operations collectively, the “Lenders”), SunTrust Bank, as administrative agent for the Lenders (in such capacity, and cash flows of Borrower together with its successors and permitted assigns, the “Administrative Agent”), and ING Capital LLC, as LC Issuer. Capitalized terms used herein which are not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby certifies as of the date hereof on behalf of the Borrower and each Opco and not in such person’s individual capacity that the [audited Financial Statements of the Borrower and the Opcos (on a consolidated basis for the periods specified applicable Person and its subsidiaries) for the calendar year ended [ ],] [unaudited Financial Statements of the Borrower and each Opco (on a consolidated basis for the applicable Person and its subsidiaries) for the calendar quarter ended [ ]], provided to the Administrative Agent pursuant to Section 6.01(a)[(i)][(ii)] of the Credit Agreement, fairly present the financial condition and results of operations of the Borrower and the applicable Opco (as applicable) on a consolidated basis for the period covered thereby in accordance with GAAP consistently applied(subject, in the case of any unaudited Financial Statements, to changes resulting from audit and normal year-end adjustments, including the absence of footnotes and subject to validation of individual Subsidiary capital accounts in calculating net loss attributable to noncontrolling interests in conformity with GAAP). 1 To be signed by either the chief executive officer or chief financial officer (2or other officer with similar duties) certifying on behalf of the Borrower that no Default and applicable Opco. [***] Confidential treatment has occurred or, if such a Default been requested for the bracketed portions. The confidential redacted portion has occurred, specifying the nature been omitted and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (3) with respect to any financial statements under Section 5.01(a) or (b), setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance filed separately with the Financial Covenants, and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow, (4) setting forth a list of all Immaterial Subsidiaries as of the date of such financial statements Securities and certifying that all such Subsidiaries designated as Immaterial Subsidiaries comply with the requirements set forth in the definition of “Immaterial Subsidiaries” and (5) setting forth the calculation and uses of the Cumulative Amount (and each of the components thereof) for the fiscal period then ended; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, use commercially reasonable efforts to obtain a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default with respect to the Financial Covenants has occurred during such fiscal year or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof; provided that, if such Compliance Certificate demonstrates that an Event of Default due to failure to comply with the Financial Covenants under Section 6.10 has not been cured prior to such time, Borrower may deliver, to the extent and within the time period permitted by Section 8.03, prior to or together with such Compliance Certificate, notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default;Exchange Commission.

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (1) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower as of the date Designated Company (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for the periods specified in accordance with GAAP consistently applied, all purposes) (2A) certifying on behalf of Borrower that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (3) with respect to any financial statements under Section 5.01(a) or (b), setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow, (4) setting forth a list of all Immaterial Subsidiaries as of the date of such financial statements and certifying that all such Subsidiaries designated as Immaterial Subsidiaries comply with the requirements set forth in the definition of “Immaterial Subsidiaries” and (5) setting forth the calculation and uses of the Cumulative Amount (and each of the components thereof) for the fiscal period then ended; and (iiB) concurrently with any delivery of financial statements under Section 5.01(a) above, use commercially reasonable efforts to obtain a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of above (commencing with the financial statements for the first complete fiscal year of Borrower and its Subsidiariesthe Designated Company beginning after the Closing Date), which audit was conducted in accordance with generally accepted auditing standardssetting forth the Designated Company’s calculation of Excess Cash Flow, (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income, such accounting firm obtained no knowledge that any Default with respect reconciliation to be on a quarterly basis, (D) calculating in reasonable detail the Consolidated Interest Coverage Ratio and the Senior Secured Net Leverage Ratio for the four fiscal quarter period ended on the last day of the period covered by such financial statements, and certifying as to the Designated Company’s compliance (or failure to comply) with the Financial Covenants has occurred during Performance Covenant for the four fiscal quarter period ended on the last day of the period covered by such fiscal year orfinancial statements, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof; provided thatand, if such Compliance Certificate demonstrates that an Event of Default due to failure to comply with of the Financial Covenants under Section 6.10 has not been cured prior to such timePerformance Covenant, Borrower any of the Specified Holders may deliver, to the extent and within the time period permitted by Section 8.03, prior to or together with such Compliance Certificate, notice of its their intent to cure (a “Notice of Intent to Cure”) such Event of DefaultDefault pursuant to, and to the extent permitted under, Section 8.04; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or 1117312.02-CHISR02A - MSW 184 continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document, and (E)(x) specifying all Investments made during the prior fiscal quarter in reliance on Section 6.04(r) and specifying which clause of Section 6.04(r) such Investment was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of Investments made pursuant to Section 6.04(r)(iii), the amount of Liquidity, (y) specifying all Dividends made during the prior fiscal quarter in reliance on Section 6.08(d) and specifying which clause of Section 6.08(d) such Dividend was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of Dividends made pursuant to Section 6.08(d)(ii), the amount of Liquidity, and (z) specifying all Permitted Prepayments made during the prior fiscal quarter in reliance on Section 6.11(a) and specifying which clause of Section 6.11(a) such Permitted Prepayment was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of a Permitted Prepayment made pursuant to Section 6.11(a)(i)(z)(2), the amount of Liquidity, and (ii) to the extent any Unrestricted Subsidiaries are in existence during the period covered by such financial statements, consolidating balance sheets, statements of income and cash flows separating out the results of the Designated Company and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other;

Financial Officer’s Certificate. (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (1which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower as of the date and for the periods specified in accordance with GAAP consistently applied, (2A) certifying on behalf of Borrower that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (3) with respect to any financial statements under Section 5.01(a) or (b), setting forth computations in reasonable detail reasonably satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants, and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Borrower’s calculation of Excess Cash Flow, (4) setting forth a list of all Immaterial Subsidiaries as of the date of such financial statements and certifying that all such Subsidiaries designated as Immaterial Subsidiaries comply with the requirements set forth in the definition of “Immaterial Subsidiaries” and (5) setting forth the calculation and uses of the Cumulative Amount (and each of the components thereof) for the fiscal period then ended; and (iiB) concurrently with any delivery of financial statements under Section 5.01(a) above, use commercially reasonable efforts to obtain a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of above (commencing with the financial statements for the first 135 complete fiscal year of the Borrower and its Subsidiariesbeginning after the Closing Date), which audit was conducted in accordance with generally accepted auditing standardssetting forth the Borrower’s calculation of Excess Cash Flow, (C) showing a reconciliation of Consolidated EBITDA to the net income set forth on the statement of income, such accounting firm obtained no knowledge that any Default with respect reconciliation to the Financial Covenants has occurred during such fiscal year orbe on a quarterly basis, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof; provided thatand, if such Compliance Certificate demonstrates that an Event of Default due to failure to comply with of the Financial Covenants under Section 6.10 has not been cured prior to such timePerformance Covenant, Borrower any of the Specified Holders may deliver, to the extent and within the time period permitted by Section 8.03, prior to or together with such Compliance Certificate, notice of its their intent to cure (a “Notice of Intent to Cure”) such Event of DefaultDefault pursuant to Section 8.04; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document, and (D)(x) specifying all Investments made during the prior fiscal quarter in reliance on Section 6.04(r) and specifying which clause of Section 6.04(r) such Investment was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of Investments made pursuant to Section 6.04(r)(iii), the amount of Liquidity, (y) specifying all Dividends made during the prior fiscal quarter in reliance on Section 6.08(d) and specifying which clause of Section 6.08(d) such Dividend was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of Dividends made pursuant to Section 6.08(d)(ii), the amount of Liquidity, and (z) specifying all Permitted Prepayments made during the prior fiscal quarter in reliance on Section 6.11(a) and specifying which clause of Section 6.11(a) such Permitted Prepayment was made pursuant to and calculating in reasonable detail the amount of the Cumulative Credit or Annual Credit, as applicable, immediately prior to such election and the amount thereof elected to be so applied, the Total Net Leverage Ratio and, in the case of a Permitted Prepayment made pursuant to Section 6.11(a)(B), the amount of Liquidity, and (ii) to the extent any Unrestricted Subsidiaries are in existence during the period covered by such financial statements, consolidating balance sheets, statements of income and cash flows separating out the results of the Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other;