Common use of Quarterly Financial Statements and Information Clause in Contracts

Quarterly Financial Statements and Information. (a) Within 45 days after the end of each fiscal quarter of each fiscal year, the consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at the end of such fiscal quarter and the related consolidated and consolidating statements of income for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which shall be certified by the president, chief financial officer or treasurer of the Borrower, to, in his or her opinion acting solely in his or her capacity as an officer of the Borrower, present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower and its Subsidiaries as at the end of and for such fiscal quarter, and for the elapsed portion of the year ended with the last day of such fiscal quarter, subject only to normal year-end adjustments. (b) Within 45 days after the end of each fiscal quarter of each fiscal year, the consolidated and consolidating balance sheets of the Borrower and the Restricted Subsidiaries as at the end of such fiscal quarter and the related consolidated and consolidating statements of income for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which shall be certified by the president, chief financial officer or treasurer of the Borrower, to, in his or her opinion acting solely in his or her capacity as an officer of the Borrower, present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower and the Restricted Subsidiaries as at the end of and for such fiscal quarter, and for the elapsed portion of the year ended with the last day of such fiscal quarter, subject only to normal year-end adjustments.

Quarterly Financial Statements and Information. Within forty-five (a45) Within 45 days after the end last day of each of the first three (3) quarters of each fiscal quarter year of each fiscal yearthe Borrowers, the consolidated and consolidating balance sheets sheet of the Borrower and its Borrowers on a consolidated basis with the Restricted Subsidiaries as at the end of such quarter and as of the end of the preceding fiscal quarter year, and the related statement of operations and the related statement of cash flows of the Borrowers on a consolidated and consolidating statements of income basis with the Restricted Subsidiaries for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which shall be certified by the president, chief financial officer or treasurer of the Borrower, to, set forth in his or her opinion acting solely in his or her capacity as an officer of the Borrower, present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower and its Subsidiaries comparative form such figures as at the end of and for such fiscal quarterquarter and appropriate prior period and shall be certified by the chief financial officer of AT Inc. to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers on a consolidated basis with the Restricted Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such fiscal quarterperiod, subject only to normal year-end and audit adjustments. (b) Within 45 days after . If the aggregate operating revenue of the Unrestricted Subsidiaries at the end of each a fiscal quarter is equal to or greater than twenty percent (20%) of each fiscal yearthe aggregate operating revenue of the Borrowers and their Restricted Subsidiaries at the end of such quarter, the consolidated Borrowers shall provide, in addition to the foregoing financial statements and consolidating information, the balance sheets sheet of the Borrower and Borrowers on a consolidating basis with the Restricted Unrestricted Subsidiaries as at the end of such quarter and as of the end of the preceding fiscal quarter year, and the related consolidated statement of operations and the related statement of cash flows of the Borrowers on a consolidating statements of income basis with the Unrestricted Subsidiaries for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which shall be certified by the president, chief financial officer or treasurer of the Borrower, to, set forth in his or her opinion acting solely in his or her capacity as an officer of the Borrower, present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower and the Restricted Subsidiaries comparative form such figures as at the end of and for such fiscal quarterquarter and appropriate prior period and shall be certified by the chief financial officer of AT Inc. to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such fiscal quarterperiod, subject only to normal year-end and audit adjustments.”

Quarterly Financial Statements and Information. (a) Within 45 days after the end of On or before each applicable Financial Statements Delivery Date, with respect to each fiscal quarter of each fiscal yearthe Borrower, the consolidated and consolidating balance sheets following: (a) a copy of the Borrower and its Subsidiaries unaudited consolidated balance sheets, of the Rainbow Group as at the end of such fiscal the quarter then ended, and the related unaudited consolidated and consolidating statements of income income, retained earnings and cash flows for the Rainbow Group for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter; (b) a copy of the unaudited consolidated balance sheets, of the Rainbow Companies as at the end of the quarter then ended, and the related unaudited consolidated and consolidating statements of income, retained earnings and cash flow flows for the Rainbow Companies for such quarter and for the elapsed portion of the year ended with the last day of such quarter; and (c) a copy of the unaudited combined balance sheet of the MGM Companies as at the end of the quarter then ended, and the related unaudited combined statements of income, retained earnings and cash flows for the MGM Companies, setting forth in the case of the statements of income and retained earnings the financial performance of the MGM Operating Companies by footnote, for such quarter and for the elapsed portion of the year ended with the last day of such quarter. All of the foregoing financial statements shall set forth in comparative form such figures for the same period for the prior fiscal quarteryear (except with respect to the statements of cash flows of the Rainbow Companies for the fiscal year ended December 31, all of which 2002) and shall be certified by the president, chief financial officer or treasurer an Authorized Signatory of the Borrower, Borrower to, in his or her opinion acting solely in his or her capacity as an officer of the Borroweropinion, present fairly in all material respectsfairly, in accordance with GAAP (except for the absence of footnotes)GAAP, the consolidated financial position and results of operations of the Borrower Rainbow Group and its Subsidiaries the Rainbow Companies, as applicable, and the combined financial position of the MGM Companies, in each case as at the end of such period, and the results of operations for such fiscal quarterperiod, and for the elapsed portion of the year ended with the last day of such fiscal quarterperiod, subject only to normal year-end adjustments. (b) Within 45 days after the end of each fiscal quarter of each fiscal year, the consolidated adjustments and consolidating balance sheets of the Borrower and the Restricted Subsidiaries as at the end of such fiscal quarter and the related consolidated and consolidating statements of income for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which shall be certified by the president, chief financial officer or treasurer of the Borrower, to, in his or her opinion acting solely in his or her capacity as an officer of the Borrower, present fairly in all material respects, in accordance with GAAP (except for the absence effect of footnotes), not consolidating certain Unrestricted Subsidiaries in the financial position and results of operations statements of the Borrower and the Restricted Subsidiaries as at the end of and for such fiscal quarter, and for the elapsed portion of the year ended with the last day of such fiscal quarter, subject only to normal year-end adjustmentsRainbow Companies.

Quarterly Financial Statements and Information. Within forty-five (a45) Within 45 days after the end last day of each of the first three (3) fiscal quarters of each fiscal quarter year of each fiscal yearthe Borrower, the consolidated and consolidating unaudited balance sheets of the Borrower Borrower, on a consolidated basis with its Restricted Subsidiaries and on a consolidating basis with its Subsidiaries Unrestricted Subsidiaries, as at the end of such quarter and as of the end of the preceding fiscal quarter year, and the related statement of operations and the related statement of cash flows of the Borrower, on a consolidated basis with its Restricted Subsidiaries and on a consolidating statements of income basis with its Unrestricted Subsidiaries, for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating which, in the case of financial statements of cash flow delivered for periods ending on or after the elapsed portion first anniversary of the year ended with the last day of Financial Statement Cut-off Date, shall set forth in comparative form such fiscal quarter, all of which shall be certified by the president, chief financial officer or treasurer of the Borrower, to, in his or her opinion acting solely in his or her capacity as an officer of the Borrower, present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower and its Subsidiaries figures as at the end of and for such fiscal quarterquarter and for the appropriate prior period and which shall be certified by a Financial Officer of the Borrower to have been prepared in accordance with GAAP and to present fairly, in all material respects, the financial position of the Borrower, on a consolidated basis with its Restricted Subsidiaries and on a consolidating basis with its Unrestricted Subsidiaries, as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such fiscal quarterperiod, subject only to normal year-end and normal audit adjustments. (b) Within 45 days after ; PROVIDED that, notwithstanding anything to the end of each fiscal quarter of each fiscal yearcontrary in this SECTION 7.1, no financial statements delivered pursuant to this SECTION 7.1 shall be required to include footnotes. Notwithstanding the consolidated and consolidating balance sheets of foregoing, if the Borrower and the Restricted Subsidiaries as Financial Statement Cut-off Date shall not occur at the end of such a fiscal quarter, the financial statements required to be delivered under this SECTION 7.1 for the fiscal quarter and in which the related consolidated and consolidating statements Financial Statement Cut-off Date shall have occurred shall be (x) for the period commencing on the first day of income for such the fiscal quarter in which the Financial Statement Cut-off Date shall have occurred and ending on the Financial Statement Cut-off Date, and (y) for the elapsed portion of period commencing on the year ended with Financial Statement Cut-off Date and ending on the last day of such the fiscal quarter, and consolidated and consolidating statements of cash flow for quarter in which the elapsed portion of the year ended with the last day of such fiscal quarter, all of which Financial Statement Cut-off Date shall be certified by the president, chief financial officer or treasurer of the Borrower, to, in his or her opinion acting solely in his or her capacity as an officer of the Borrower, present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower and the Restricted Subsidiaries as at the end of and for such fiscal quarter, and for the elapsed portion of the year ended with the last day of such fiscal quarter, subject only to normal year-end adjustmentshave occurred."

Quarterly Financial Statements and Information. Within forty-five (a45) Within 45 days after the end last day of each of the first three (3) quarters, and within one-hundred five (105) days after the last day of the fourth quarter, of each fiscal quarter year of each fiscal yearthe Borrower, the consolidated and consolidating unaudited balance sheets of Holdco, on a consolidated basis with Intermediate Holdco, the Borrower and its Subsidiaries the Restricted Subsidiaries, as at the end of such quarter and as of the end of the preceding fiscal quarter year, and the related consolidated and consolidating statements of income operations and the related statements of cash flows of Holdco, on a consolidated basis with Intermediate Holdco, the Borrower and the Restricted Subsidiaries, and the related revenue and EBITDA on a consolidating (by publication or group) basis, for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, which shall set forth in comparative form such figures (x) as at the end of and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which (y) as against the corresponding quarter during the preceding fiscal year and (z) as against the figures set forth in the Borrower’s business plan provided to the Credit Parties pursuant to Section 6.5(c) hereof. The foregoing financial statements shall be certified by the president, chief financial officer or treasurer of the Borrower, toa Principal Officer to be, in his or her opinion acting solely opinion, complete and correct in his or her capacity as an officer of the Borrower, all material respects and to present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes)GAAP, the financial position and results of operations of Holdco, on a consolidated basis with Intermediate Holdco, the Borrower and its Subsidiaries the Restricted Subsidiaries, and as applicable, on a consolidating (by publication or group) basis, as at the end of such period and the results of operations for such fiscal quarterperiod, and for the elapsed portion of the year ended with the last day of such fiscal quarterperiod, subject only to normal year-end adjustments. adjustments and the absence of footnotes. Notwithstanding anything to the contrary contained in the foregoing, the Borrower will furnish draft quarterly financial statements with respect to the fourth fiscal quarter during each fiscal year of the Borrower, within sixty (b60) Within 45 days after the end of each fiscal quarter of each fiscal year, the consolidated and consolidating balance sheets of the Borrower and the Restricted Subsidiaries as at the end of such fiscal quarter and the related consolidated and consolidating statements of income for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which shall be certified by the president, chief financial officer or treasurer of the Borrower, to, in his or her opinion acting solely in his or her capacity as an officer of the Borrower, present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower and the Restricted Subsidiaries as at the end of and for such fiscal quarter, and for the elapsed portion of the year ended with the last day of such fiscal quarter, subject only to normal year-end adjustments.”

Quarterly Financial Statements and Information. Within forty-five (a45) Within 45 days after the end last day of each of the first three (3) fiscal quarters, and within ninety (90) days after the last day of the fourth fiscal quarter of each fiscal yearyear of the Borrower, unaudited balance sheets of (a) Holdco, on a consolidated basis with its Subsidiaries, and (b) the Borrower, on a consolidated basis with its Subsidiaries, in each case as at the end of such quarter, and the related statements of cash flows of such parties as set forth in clauses (a) and (b) above, and the related statements of operations of (i) Holdco, on a consolidated basis with its Subsidiaries, (ii) the Borrower, on a consolidated basis with its Subsidiaries, (iii) the Borrower, on a consolidated basis with the Restricted Subsidiaries, (iv) the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries on a consolidated basis, and (v) each Designated Subsidiary (other than the Restricted Subsidiaries, the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries) on a consolidated basis with its Designated Subsidiaries, and consolidating balance sheets a revenue and expense statement of the Borrower and its Subsidiaries as at the end of such fiscal quarter on a consolidated basis by Tower Operations and the related consolidated and consolidating statements of income Other Operations, in each case for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating which, with respect to such financial statements of cash flow (A) Holdco, on a consolidated basis with its Subsidiaries, and (B) the Borrower on a consolidated basis with its Subsidiaries, shall set forth in comparative form such figures as at the end of and for such quarter and the elapsed portion corresponding quarter during the preceding fiscal year, and against the figures set forth for such quarter, with respect to each quarter ending prior to the first anniversary of the year ended Agreement Date, in the Projections delivered by the Borrower on the Agreement Date, and with respect to each quarter ending thereafter, in the last day of such fiscal quarterBorrower's business plan provided to the Credit Parties pursuant to Section 7.4(d) hereof, all of which and shall be certified by the president, chief financial officer or treasurer a Financial Officer of the Borrower, toto be, in his or her opinion acting solely opinion, complete and correct in his or her capacity as an officer of the Borrower, all material respects and to present fairly in all material respects, in accordance with GAAP (except for subject only to normal year-end adjustments and the absence of footnotes), the financial position of (v) Holdco, on a consolidated basis with its Subsidiaries, (w) the Borrower, on a consolidated basis with its Subsidiaries, (x) the Borrower, on a consolidated basis with the Restricted Subsidiaries, (y) the Domestic SpectraSite Mexico Subsidiaries and results of operations of the Borrower Foreign SpectraSite Mexico Subsidiaries on a consolidated basis, and (z) each Designated Subsidiary (other than the Restricted Subsidiaries, the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries) on a consolidated basis with its Subsidiaries Designated Subsidiaries, as applicable, as at the end of such period and the results of operations for such fiscal quarterperiod, and for the elapsed portion of the year ended with the last day of such fiscal quarter, subject only to normal year-end adjustmentsperiod. (b) Within 45 days after the end of each fiscal quarter of each fiscal year, the consolidated and consolidating balance sheets of the Borrower and the Restricted Subsidiaries as at the end of such fiscal quarter and the related consolidated and consolidating statements of income for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which shall be certified by the president, chief financial officer or treasurer of the Borrower, to, in his or her opinion acting solely in his or her capacity as an officer of the Borrower, present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower and the Restricted Subsidiaries as at the end of and for such fiscal quarter, and for the elapsed portion of the year ended with the last day of such fiscal quarter, subject only to normal year-end adjustments.

Quarterly Financial Statements and Information. (a) Within 45 50 days after the end of each fiscal quarter of each fiscal yearquarter, the consolidated and consolidating combined cash balance sheets of the Borrower and its the Subsidiaries detailing tangible cash exchanges as at the end of such fiscal quarter and the related consolidated and consolidating combined cash statements of income and combined statements of changes in cash of the Borrower and the Subsidiaries for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which shall (i) be certified by the president, vice president, treasurer or chief financial officer or treasurer of the Borrower, toto be, in his or her opinion acting solely in his or her capacity as an officer of the Borroweropinion, present fairly complete and correct in all material respects, in accordance with GAAP (except for the absence of footnotes)respects and to present fairly, the financial position and results of operations of the Borrower and its the Subsidiaries as at the end of and for such fiscal quarterperiod, and for the elapsed portion of the year ended with the last day of such fiscal quarterperiod, subject only to normal year-end adjustmentsadjustments and (ii) set forth in comparative form figures for the corresponding fiscal quarter of the prior fiscal year. (b) Within 45 days after the end of each fiscal quarter of each fiscal yearquarter, the consolidated and consolidating combined balance sheets of the Borrower and the Restricted Subsidiaries as at the end of such fiscal quarter and the related consolidated and consolidating combined statements of income and combined statements of changes in cash for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which shall (i) be certified by the president, vice president, treasurer or chief financial officer or treasurer of the Borrower, toto be, in his or her opinion acting solely in his or her capacity as an officer of the Borroweropinion, present fairly complete and correct in all material respectsrespects and to present fairly, in accordance with GAAP (except for the absence of footnotes)GAAP, the financial position and results of operations of the Borrower and the Restricted Subsidiaries as at the end of and for such fiscal quarterperiod, and for the elapsed portion of the year ended with the last day of such fiscal quarterperiod, subject only to normal year-end adjustments, (ii) detail separately tangible cash exchange items and intangible and barter exchange items, and (iii) set forth in comparative form figures for the corresponding fiscal quarter of the prior fiscal year.

Quarterly Financial Statements and Information. Within forty-five (a45) Within 45 days after the end last day of each fiscal quarter of in each fiscal yearyear of the Parent (or, with respect to the last fiscal quarter in each fiscal year of the Parent, within ninety (90) days after the last day thereof), the consolidated and consolidating balance sheets sheet of the Borrower and its Subsidiaries Parent as at the end of such fiscal quarter quarter, and the related consolidated and consolidating statements statement of income and retained earnings and related statement of cash flows for such fiscal quarter and for the elapsed portion of the year fiscal year-to-date period ended with the last day of such fiscal quarterquarter which financial statements shall, (a) set forth in comparative form the figures for the applicable period set forth in the projections provided by the Borrower Parties pursuant to Section 4.1, as amended or superseded by projections delivered pursuant to Section 7.5(c), as modified by amendments to such projections delivered pursuant to Section 7.6(e), and consolidated and consolidating statements of cash flow for (b) set forth in comparative form such figures as at the elapsed portion of the year ended with the last day end of such quarter during the previous fiscal quarteryear and for such quarter during the previous fiscal year, all of which shall be on a consolidated basis. In addition, the Administrative Borrower shall deliver such financial statements with respect to the Target and its Subsidiaries as a group, Viewpoint and its Subsidiaries as a group and the Parent and its Subsidiaries (other than the Target and its Subsidiaries and Viewpoint and its Subsidiaries) as a group, together with a statement of eliminating entries between such groups. All such financial statements delivered under this Section 7.1 shall be certified by the president, chief financial officer or treasurer an Authorized Signatory of the Borrower, toParent to be, in his or her opinion acting solely in his or her capacity as an officer of the Borroweropinion, present fairly complete and correct in all material respectsrespects and, with respect to the financial statements of the Parent and its Subsidiaries on a consolidated basis, to present fairly in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower Parent and its Subsidiaries Subsidiaries, as at the end of such period and the results of operations for such fiscal quarterperiod, and for the elapsed portion of the year ended with the last day of such fiscal quarterperiod, subject only to normal year-end adjustments. (b) Within 45 days after the end of each fiscal quarter of each fiscal year, the consolidated and consolidating balance sheets of the Borrower and the Restricted Subsidiaries as at the end of such fiscal quarter and the related consolidated and consolidating statements of income for such fiscal quarter and for the elapsed portion of the year ended with the last day of such fiscal quarter, and consolidated and consolidating statements of cash flow for the elapsed portion of the year ended with the last day of such fiscal quarter, all of which shall be certified by the president, chief financial officer or treasurer of the Borrower, to, in his or her opinion acting solely in his or her capacity as an officer of the Borrower, present fairly in all material respects, in accordance with GAAP (except for the absence of footnotes), the financial position and results of operations of the Borrower and the Restricted Subsidiaries as at the end of and for such fiscal quarter, and for the elapsed portion of the year ended with the last day of such fiscal quarter, subject only to normal year-end adjustments.