Common use of Quarterly Financial Statements Clause in Contracts

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (90 days for the fiscal quarters of the Borrower ending September 30, 2018, March 31, 2019 and June 30, 2019)), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated income statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 the applicable quarterly period, and commencing with the quarter ending September 30, 2019 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year end audit adjustmentsthe absence of footnotes, as required by GAAP.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of not later than the first three quarterly accounting periods in each fiscal year to occur of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before a) the date that is 45 five (5) days following the filing of the REIT Guarantor’s 10‑Q Report with the Securities and Exchange Commission and (b) the date that is fifty (50) days after the end close of each such quarterly accounting period)of the first, second and third calendar quarters of the REIT Guarantor, the unaudited consolidated balance sheets sheet of the Borrower REIT Guarantor and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such quarterly accounting period period, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous calendar year, all of which shall be certified by an Authorized a Responsible Officer of the Borrower REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, position of the REIT Guarantor and its Subsidiaries as at the date thereof and the results of operationsoperations for such period (subject to normal year-end audit adjustments). Together with such financial statements, stockholders’ equity and cash flows of the Borrower and the REIT Guarantor shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) all capital expenditures made during the calendar quarter then ended; (ii) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iii) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (iv) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter; and (v) a listing of summary information for all Unencumbered Assets including, without limitation, the Net Operating Income of each Property (not addressed in clause (ii) or (iii) above), square footage, property type, date acquired or built with respect to each Property included as an Unencumbered Asset in form and substance reasonably satisfactory to the Agent. At the time the financial statements are required to be furnished at the close of the second calendar quarter of the REIT Guarantor, the Borrower shall furnish to the Agent pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries in accordance with GAAPfor the next two (2) calendar quarters, subject to changes resulting from audit and normal year end audit adjustmentsincluding pro forma covenant calculations.

Quarterly Financial Statements. As soon as available and in any event within 5 days after On or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (or, in the case of financial statements for the first three fiscal quarters following the Conversion Date, on or before the date that is 60 days after the end of such fiscal quarter) of the first three fiscal quarters of every Fiscal Year), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted its consolidated Subsidiaries, in each case case, as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all of which shall be (i) certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or Holdings or an indirect parent of the Borrower and its consolidated Subsidiaries, as the case may be) in accordance with GAAPGAAP in all material respects, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and absence of footnotes and (ii) accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (60 days for the fiscal quarters of the Borrower ending March 31, 2019, June 30, 2019 and September 30, 2019)), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated income statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 the applicable quarterly period, and commencing with the quarter ending March 31, 2020 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year end audit adjustmentsthe absence of footnotes, and, with respect to fiscal 2019 reporting periods, subject to finalization of the purchase price allocation to the fair value of assets acquired and liabilities assumed in the Transactions, as required by GAAP.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting periodperiod (or, in the case of the first three quarters of fiscal year 2012, 75 days)), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof’s), as applicable, Form 10 Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (commencing with the fiscal quarter ending on June 30, 2012; provided that, with respect to the fiscal quarter ending on June 30, 2012, such financial statements shall be separate financial statements for each of (i) the Borrower and its Subsidiaries as of such date and (ii) the Company and its Subsidiaries as of such date) (or, if such financial statements are not required to be filed with the SEC, on or before the date that is (x) in the case of the fiscal quarters ending on June 30, 2012, and September 30, 2012, 60 days after the end of such quarterly accounting period and (y) thereafter, 45 days after the end of each such quarterly accounting period), the consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, condition and results of operations, stockholders’ equity and cash flows operations of the Borrower and its Subsidiaries (and, with respect to the financial statements for the fiscal quarter ending on June 30, 2012, the Company and its Subsidiaries) in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or delivered to any permitted extensions) the holders of the Prepetition Senior Notes with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Prepetition Senior Notes, on or before the date that is 45 60 days after the end of each such quarterly accounting period), (A) the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, (i) the Borrower and the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments, and (B) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (A), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole. The furnishing by Intelsat S.A. or any other direct or indirect parent entity of the Borrower of its Form 6-K (or any successor or comparable forms) relating to its quarterly financial statements or the filing of a Form 10-Q (or any successor or comparable forms) with the SEC as at the end of and for any fiscal quarter, certified as aforesaid, shall be deemed to satisfy the reporting obligations under this paragraph with respect to such quarter so long as such filing includes (i) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (in the case of a Form 10-Q) or, in the case of a Form 6-K, an “Operating and Financial Review and Prospects” discussion complying with the requirements of Form 20-F (adjusted to reflect quarterly rather than annual reporting, consistent with the differences in the form requirements of Form 10-K and Form 10-Q) that includes a reasonably detailed analysis of the operating results and financial condition (considered separately from the other Subsidiaries of Intelsat S.A. where material) of Borrower and its Subsidiaries; provided that such detailed analysis of the Borrower and its Subsidiaries shall not be required if Intelsat S.A.’s only material operations or assets in addition to the Borrower and its Subsidiaries includes one or more businesses, each of which discloses a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or an “Operating and Financial Review and Prospects” discussion for such companies or substantially similar disclosure required by a non-U.S. jurisdiction (considered separately from other Subsidiaries of Intelsat S.A.) publicly on or through the website of Intelsat S.A. or through the XXXXX system and (ii) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (i), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower Holdings (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (90 days for the fiscal quarter of Holdings ending March 29, 2014, and 60 days for the fiscal quarters of Holdings ending June 28, 2014 and September 27, 2014)), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower Holdings and the Restricted Subsidiaries, in each case Subsidiaries as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 the applicable quarterly period, and commencing with the quarter ending April 4, 2015 setting forth comparative consolidated and/or combined figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower Holdings as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower Holdings and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year end audit adjustmentsthe absence of footnotes, and, with respect to fiscal 2014 reporting periods, subject to finalization of the purchase price allocation to the fair value of assets acquired and liabilities assumed in the Transactions, as required by GAAP.

Quarterly Financial Statements. As soon as available and in any event within 5 days five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, but in any event on or before the date that is 45 sixty (60) days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 periodflows, and setting forth (other than after implementation of fresh start accounting) comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of such periods in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements (for the avoidance of doubt, the Borrower shall be deemed to have satisfied the reconciliation requirement if the financial statements provide in one or more footnotes the financial information for the Unrestricted Subsidiaries, the Restricted Subsidiaries and the Borrower and its Subsidiaries on a consolidated basis)), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes, together with, if not otherwise required to be filed with the SEC, a customary management discussion and analysis describing the financial condition and results of operations of the Borrower and its Restricted Subsidiaries. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied by furnishing the Borrower’s Form 10-Q filed with the SEC; provided that such financial information required to be provided under the first sentence of this Section 9.1(b) is included in the notes to the financial statements.

Quarterly Financial Statements. As soon as available and in any event within 5 days Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPBorrower, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 ten (10) days after of the date on which such financial statements are the Initial Borrower is required to be filed file its Form 10-Q with the SEC (after without giving effect to any extension of such due date, whether obtained by filing the notification permitted extensions) with respect to each by Rule 12b-25 or any successor provision thereto or otherwise), a company-prepared consolidated and consolidating balance sheet of the first three quarterly accounting periods in each fiscal year of Initial Borrower and its Consolidated Subsidiaries (including Unrestricted Subsidiaries to the Borrower (or, if extent such financial statements Unrestricted Subsidiaries are not required to be filed consolidated with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Initial Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case accordance with GAAP) as at the end of such quarterly period and the related company-prepared consolidated and consolidating statements of operations income, cash flows and retained earnings for the Initial Borrower and its Consolidated Subsidiaries (including Unrestricted Subsidiaries to the extent such Unrestricted Subsidiaries are consolidated with the Initial Borrower in accordance with GAAP) for such quarterly accounting period and for the elapsed portion of the fiscal year ended Fiscal Year ending with the last day of such quarterly period, and the related consolidated 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 period, and in each case setting forth in comparative consolidated form the figures for the related corresponding period or periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year preceding Fiscal Year (orsubject to normal recurring year-end audit adjustments) certified as to fairness of presentation, in lieu of such unaudited financial statements of GAAP and consistency by the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Chief Financial Officer of the Borrower as Initial Borrower; and all such financial statements to fairly presenting present in all material respects the financial condition, condition and results of operations, stockholders’ equity and cash flows from operations of the Borrower entities and its Subsidiaries for the periods specified and to be prepared in reasonable detail and in accordance with GAAPGAAP (subject, subject in the case of interim statements, to changes resulting from audit and normal year year-end audit adjustments) applied consistently throughout the periods reflected therein and, if applicable, accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change in the application of accounting principles as provided in Section 1.3.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (or, in the case of financial statements for the fiscal quarters ended September 30, 2007 and March 31, 2008, on or before the date that is 60 days after the end of such fiscal quarter)), the consolidated balance sheets of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all of which shall be (i) certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or the Borrower and the Restricted Subsidiaries, as the case may be) in accordance with GAAP, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and absence of footnotes and (ii) accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is Within 45 days after the end of each such quarterly accounting period)of the first, second and third fiscal quarters of NSA REIT, the unaudited consolidated balance sheets sheet of the Borrower NSA REIT and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of NSA REIT and its Subsidiaries for such quarterly accounting period period, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the previous fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer the chief financial officer, chief accounting officer or treasurer of NSA REIT, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of NSA REIT and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments). Within 45 days after the end of each of the first, second, and third fiscal quarters of the Borrower and its Subsidiaries, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as fairly presenting in all material respects at the financial conditionend of such period and the related unaudited consolidated statements of income, results statement of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by the chief financial officer, treasurer or chief accounting officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAPGAAP and in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the date thereof and the results of operations for such period (subject to changes resulting from audit the absence of footnotes and to normal year year-end audit adjustments).

Quarterly Financial Statements. As soon as available and in any event within 5 days five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if the Borrower is no longer subject to the reporting requirements of the Exchange Act and such financial statements are not required to be filed with the SEC, on or before the date that is 45 50 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit audit, and normal year year-end audit adjustmentsadjustments and accompanied by a Narrative Report with respect thereto; provided that such financial statements and Narrative Report set forth in this Section 9.1(b) shall be deemed to be furnished and delivered upon the filing with the SEC of the Borrower’s Form 10-Q for the relevant fiscal quarter.

Quarterly Financial Statements. As soon as available and in any event within 5 days Within 3 Business Days following the 45th day after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower U.S. Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the U.S. Borrower and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year orFiscal Year, (y) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment 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, and (z) the consolidated balance sheets of the U.S. Xxxx Group and the Non-U.S. Xxxx Group as at the end of such quarterly accounting period and the related consolidated statements of income of each such group for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, all of the foregoing of which shall be in reasonable detail and, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiariesdescribed in subclause (x) above, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the U.S. Borrower as that they fairly presenting present in all material respects in accordance with U.S. GAAP the financial condition, results of operations, stockholders’ equity and cash flows condition of the U.S. Borrower and its Consolidated Subsidiaries as of the dates indicated and the results of their operations and/or changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided, however, that for any quarterly accounting period for which the U.S. Borrower has filed a Form 10-Q Report with the SEC, the furnishing of (I) the U.S. Borrower’s Form 10-Q Report filed with the SEC for such quarterly accounting period and (II) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period, shall satisfy the requirements of subclauses (i) and (ii) of this Section 8.01(a).

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with in the SECcase of each of the quarters ending September 30, on or before 2017, March 31, 2018 and June 30, 2018, the date that is 45 60 days after the end of each such quarterly accounting periodquarter), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations income for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth (other than for the quarterly periods ending September 30, 2017, March 31, 2018 and June 30, 2018 (with respect to which, for the avoidance of doubt, no comparative consolidated figures or reconciliations will be required)) comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes and the inclusion of any explanatory note. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity thereof) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or any such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis (and, if different, the Borrower and the Restricted Subsidiaries), on the other hand.

Quarterly Financial Statements. As Beginning with the fiscal quarter ending March 31, 2019, as soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, after an IPO, if later, such financial statements are not required to later time as may be filed with permitted for the SEC, on or before filing of a 10-Q under the date that is 45 days after the end of each such quarterly accounting periodExchange Act), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations income for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated consolidated, balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in all material respects accordance with GAAPGAAP (except as disclosed in the notes to such financing statements), subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes and the inclusion of any explanatory note. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity thereof), (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements shall be determined in accordance with IFRS; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or any such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis (and, if different, the Borrower and the Restricted Subsidiaries), on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 calendar days after the end of each of the first three fiscal quarters in each fiscal year (or such quarterly accounting periodearlier or later date, from time to time established by the SEC in accordance with the Securities Exchange Act of 1934, as amended, or within fifty (50) days in the event the Borrower shall file its Form 10-Q within the extension period pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, as amended), the consolidated balance sheets financial statements of the Borrower and the Subsidiaries Borrower, consisting of a consolidated (and, if differentdelivered pursuant to the NJR Note Agreements, the Borrower and the Restricted Subsidiaries, in each case consolidating) balance sheet as at of the end of such quarterly period fiscal quarter and the related consolidated (and, if delivered pursuant to the NJR Note Agreements, consolidating) statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operationsincome, stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in reasonable detail and certified (subject to normal year-end audit adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower and its Subsidiaries as having been prepared in accordance with GAAP, subject consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. The Loan Parties will be deemed to changes resulting have complied with the delivery requirements of this Section 8.3.1 if within forty-five (45) days after the end of their fiscal quarter (or such earlier or later date, from audit time to time established by the SEC in accordance with the Securities Exchange Act of 1934, as amended, or within fifty (50) days in the event the Borrower shall file its Form 10-Q within the extension period pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, as amended), the Borrower files a copy of its Form 10-Q with the SEC on its Electronic Data Gathering, Analysis and normal year end audit adjustmentsRetrieval system (or the SEC’s successor electronic system) (collectively, “XXXXX”) and the financial statements contained therein meet the requirements described in this Section.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with With respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECBorrower, on or before the date that is 45 60 days after the end of each such quarterly accounting periodperiod (or, in the case of any fiscal quarter ending after the Closing Date and prior to September 30, 2015, 90 days)), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and cash flows, and, beginning with the financial statements for the elapsed portion of the fiscal year ended with the last day of such quarterly periodperiod ending January 31, and the related consolidated 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 period2016, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of such periods in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with in the SECcase of each of the quarters ending June 30, on or before 2016, September 30, 2016 and March 31, 2017, the date that is 45 60 days after the end of each such quarterly accounting periodquarter), the consolidated consolidated, condensed balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements consolidated, condensed statement of operations income for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated consolidated, condensed 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 period, and setting forth comparative consolidated consolidated, condensed figures for the related periods in the prior fiscal year or, in the case of such consolidated consolidated, condensed balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersmembers’ equity and cash flows of the Borrower and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in all material respects accordance with GAAPGAAP (except as disclosed in such financing statements), subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity thereof) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements shall be determined in accordance with IFRS; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or any such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of not later than the first three quarterly accounting periods in each fiscal year to occur of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before a) the date that is 45 five (5) days following the filing of the REIT Guarantor’s 10-Q Report with the Securities and Exchange Commission and (b) the date that is fifty (50) days after the end close of each such quarterly accounting period)of the first, second and third calendar quarters of the REIT Guarantor, the unaudited consolidated balance sheets sheet of the Borrower REIT Guarantor and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such quarterly accounting period and an unaudited statement of Funds from Operations, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous calendar year, all of which shall be certified by an Authorized Officer the chief financial or chief accounting officer of the Borrower REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, results of operations, stockholders’ equity and cash flows position of the Borrower REIT Guarantor and its Subsidiaries in accordance with GAAP, as at the date thereof and the results of operations for such period (subject to changes resulting from audit and normal year year-end audit adjustments). Together with such financial statements, the Borrower shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) all capital expenditures made during the calendar quarter then ended; (ii) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iii) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (iv) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter; (v) a current rent roll and operating statement with respect to each Property included as an Unencumbered Asset in form and substance reasonably satisfactory to the Agent and (vi) such other information as the Agent may request. At the time the financial statements are required to be furnished at the close of the second calendar quarter of the REIT Guarantor, the Borrower shall furnish to the Agent pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next two (2) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Quarterly Financial Statements. As soon as available and in any event within 5 forty-five (45) calendar days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods fiscal quarters in each fiscal year of the Borrower (orcommencing with the fiscal quarter ending on or about September 24, if such 2017), financial statements are not required of the Borrower, consisting of: (i) a consolidated balance sheet as of the end of such fiscal quarter and as of the end of the prior fiscal year; (ii) a consolidated statement of operations for such fiscal quarter and the year-to-date period of the then-current fiscal year, and for the corresponding fiscal quarter and year-to-date period of the prior fiscal year; (iii) a consolidated statement of stockholders’ equity as of the end of such fiscal quarter, as of the end of the corresponding fiscal quarter of the prior fiscal year, and as of the end of the prior fiscal year; and (iv) a consolidated statement of cash flows for the year-to-date period of the then-current fiscal year and the corresponding year-to-date period of the prior fiscal year. Each of the aforementioned financial statements shall be in reasonable detail and certified (subject to normal year-end audit adjustments and the absence of footnotes) by a Financial Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby, except as otherwise noted therein. The Loan Parties will be filed deemed to have complied with the SEC, delivery requirements of this Section 5.11(a) on or before the date that on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System (or any successor system) if (x) such date of public filing is 45 within forty-five (45) calendar days after the end of each such quarterly accounting period), of the consolidated balance sheets first three fiscal quarters in each fiscal year of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of (commencing with the fiscal year ended with quarter ending September 24, 2017) and (y) the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of contained therein meet the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting requirements described in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentsthis Section.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodfiscal quarter), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (oryear, all in lieu of such unaudited financial statements of the Borrower reasonable detail and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity of Holdings) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC; provided, that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or such Parent Entity), if and for so long as Holdings (or such Parent Entity) shall have more than de minimis operations separate and apart from its ownership in the Borrower and the Borrower’s Subsidiaries, then the financial statements shall be accompanied by selected financial metrics (in the Borrower’s sole discretion and which need not be audited) that show the differences between the information relating to Holdings (or such Parent Entity) and any of its Subsidiaries other than the Borrower and the Borrower’s Subsidiaries, on the one hand, and the information relating to the Borrower and the Borrower’s Subsidiaries on a standalone basis, on the other hand. In addition, together with the financial statements required pursuant to this Section 9.1(b), if the Borrower is no longer a public reporting company, the Borrower shall deliver a customary “management’s discussion and analysis of financial condition and results of operations” with respect to the periods covered by such financial statements.

Quarterly Financial Statements. As soon as available and in any event within 5 days Within 3 Business Days following the 45th day after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the Borrower and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year orFiscal Year and the budgeted figures for such quarterly period as set forth in the respective financial projections theretofore delivered pursuant to Section 9.01(d), (y) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment 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, and (z) the consolidated balance sheets of the U.S. Xxxx Group and the Non-U.S. Xxxx Group as at the end of such quarterly accounting period and the related consolidated statements of income of each such group for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, all of the foregoing of which shall be in reasonable detail and, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiariesdescribed in subclause (x) above, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an the senior financial officer or other Authorized Officer of the Borrower as that they fairly presenting present in all material respects in accordance with U.S. GAAP the financial condition, results of operations, stockholders’ equity and cash flows condition of the Borrower and its Consolidated Subsidiaries as of the dates indicated and the results of their operations and/or changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided, however, that for any quarterly accounting period for which the Borrower has filed a Form 10-Q Report with the SEC, the furnishing of (I) the Borrower’s Form 10-Q Report filed with the SEC for such quarterly accounting period and (II) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period, shall satisfy the requirements of subclause (i) and (ii) of this Section 9.01(b).

Quarterly Financial Statements. As soon as available and in any event within 5 days Within 3 Business Days following the 45th day after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower U.S. Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the U.S. Borrower and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year orFiscal Year and the budgeted figures for such quarterly period as set forth in the respective financial projections theretofore delivered pursuant to Section 8.01(c), (y) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment 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, and (z) the consolidated balance sheets of the U.S. Xxxx Group and the Non-U.S. Xxxx Group as at the end of such quarterly accounting period and the related consolidated statements of income of each such group for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, all of the foregoing of which shall be in reasonable detail and, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiariesdescribed in subclause (x) above, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an the senior financial officer or other Authorized Officer of the U.S. Borrower as that they fairly presenting present in all material respects in accordance with U.S. GAAP the financial condition, results of operations, stockholders’ equity and cash flows condition of the U.S. Borrower and its Consolidated Subsidiaries as of the dates indicated and the results of their operations and/or changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided, however, that for any quarterly accounting period for which the U.S. Borrower has filed a Form 10-Q Report with the SEC, the furnishing of (I) the U.S. Borrower’s Form 10-Q Report filed with the SEC for such quarterly accounting period and (II) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period, shall satisfy the requirements of subclause (i) and (ii) of this Section 8.01(a).

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or delivered to any permitted extensions) the holders of the Senior Notes with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Senior Notes, on or before the date that is 45 60 days after the end of each such quarterly accounting period), (A) the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, (i) the Borrower and the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments, and (B) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (A), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole. The furnishing by Intelsat S.A. or any other direct or indirect parent entity of the Borrower of its Form 6-K (or any successor or comparable forms) relating to its quarterly financial statements or the filing of a Form 10-Q (or any successor or comparable forms) with the SEC as at the end of and for any fiscal quarter, certified as aforesaid, shall be deemed to satisfy the reporting obligations under this paragraph with respect to such quarter so long as such filing includes (i) a consolidating footnote setting forth the consolidated balance sheets of (x) the Borrower and the Restricted Subsidiaries and (y) Holdings, Borrower and the Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statement of operations and cash flows for such fiscal year, and (ii) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (in the case of a Form 10-Q) or, in the case of a Form 6-K, an “Operating and Financial Review and Prospects” discussion complying with the requirements of Form 20-F (adjusted to reflect quarterly rather than annual reporting, consistent with the differences in the form requirements of Form 10-K and Form 10-Q) that includes a reasonably detailed analysis of the operating results and financial condition (considered separately from the other Subsidiaries of Intelsat S.A. where material) of Holdings and its Subsidiaries; provided that such detailed analysis of the Borrower and its Subsidiaries shall not be required if Intelsat S.A.’s only material operations or assets in addition to the Borrower and its Subsidiaries includes one or more businesses, each of which discloses a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or an “Operating and Financial Review and Prospects” discussion for such companies or substantially similar disclosure required by a non-U.S. jurisdiction (considered separately from other Subsidiaries of Intelsat S.A.) publicly on or through the website of Intelsat S.A. or through the XXXXX system and (iii) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clauses (i) and (ii), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodfiscal quarter), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity of Holdings) or (B) the Borrower’s or Holdings’ (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC; provided, that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or such Parent Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand. In addition, together with the financial statements required pursuant to this Section 9.1(b), if the Borrower is no longer a public reporting company, the Borrower shall deliver a customary “management’s discussion and analysis of financial condition and results of operations” with respect to the periods covered by such financial statements.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 60 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Borrower, the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period income, operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of the Parent or any other direct or indirect parent of the Borrower or (B) the Parent’s or the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to the Parent or another parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other.

Quarterly Financial Statements. As soon as available and in any event within 5 Within five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other.

Quarterly Financial Statements. As soon as available and in any event within 5 Beginning with the fiscal quarter ending September 30, 2021, on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if or such financial statements are not required to later date as may be filed permitted by the SEC for the filing of the Form 10-Q by any Parent Entity of the Borrower with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations income and cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated consolidated, figures for the related periods in the prior fiscal year or, in the case of such consolidated consolidated, balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a reasonably detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the financial information of Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in all material respects accordance with GAAPGAAP (except as disclosed in the notes to such financial statements), subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes and the inclusion of any explanatory note. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any Parent Entity (including, for the avoidance of doubt, any financial statement predecessor Person of such Parent Entity, if applicable) thereof) or (B) the Borrower’s or Holdings’ (or any Parent Entity (or such financial statement predecessor Person, if applicable) thereof) Form 10-Q filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements shall be prepared in all material respects in accordance with IFRS; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or any Parent Entity (or such financial statement predecessor Person, if applicable) thereof), such information is accompanied by selected financial metrics that show certain differences (and a description thereof) (in the Borrower’s sole discretion) between the information relating to Holdings (or such Parent Entity (or such financial statement predecessor Person, if applicable)), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand (and, if different, the Borrower and the Restricted Subsidiaries).

Quarterly Financial Statements. (i) As soon as available and in any event within 5 60 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower (orCompany, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the unaudited consolidated balance sheets of the Borrower Company and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodincome, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods changes in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Borrower Company and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of the Company as presenting fairly in all material respects, in accordance with GAAP, the information contained therein, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of full footnote disclosure. The Company shall be deemed to have delivered the same to the Administrative Agent if the Company files the same with the SEC via XXXXX and notifies the Administrative Agent of such filing. (ii) As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of Validus Re, unaudited consolidated balance sheets of Validus Re and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of income, changes in shareholders’ equity and cash flows of Validus Re and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of Validus Re as presenting fairly in all material respects, in accordance with GAAP, the information contained therein, subject to changes resulting from normal year-end audit adjustments and the absence of full footnote disclosure. The Company shall be deemed to have delivered the same to the Administrative Agent if the Company files the same with the SEC via XXXXX and notifies the Administrative Agent of such filing. (iii) As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of Validus Americas, unaudited consolidated balance sheets of Validus Americas and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of income, changes in shareholders’ equity and cash flows of Validus Americas and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of Validus Americas as presenting fairly in all material respects, in accordance with GAAP, the information contained therein, subject to changes resulting from normal year-end audit adjustments and the absence of full footnote disclosure. The Company shall be deemed to have delivered the same to the Administrative Agent if the Company files the same with the SEC via XXXXX and notifies the Administrative Agent of such filing.

Quarterly Financial Statements. (i) As soon as available and in any event within 5 60 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower (orCompany, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the unaudited consolidated balance sheets of the Borrower Company and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodincome, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods changes in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Borrower Company and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of the Company as presenting fairly in all material respects, in accordance with GAAP, the information contained therein, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of full footnote disclosure. The Company shall be deemed to have delivered the same to the Administrative Agent if the Company files the same with the SEC via XXXXX and notifies the Administrative Agent of such filing. (ii) As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of Validus Re, unaudited consolidated balance sheets of Validus Re and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of income, changes in shareholders’ equity and cash flows of Validus Re and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of Validus Re as presenting fairly in all material respects, in accordance with GAAP, the information contained therein, subject to changes resulting from normal year-end audit adjustments and the absence of full footnote disclosure. The Company shall be deemed to have delivered the same to the Administrative Agent if the Company files the same with the SEC via XXXXX and notifies the Administrative Agent of such filing.

Quarterly Financial Statements. (i) As soon as available practicable and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower first three fiscal quarters, unaudited consolidated and consolidating balance sheet of Inergy, L.P. and its Consolidated Subsidiaries as of the Subsidiaries close of such fiscal quarter and unaudited consolidated and consolidating statements of income, retained earnings and cash flows for the fiscal quarter then ended and that portion of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by Inergy, L.P. in accordance with GAAP other than the absence of footnotes and subject to year-end audit and adjustments and, if differentapplicable, containing disclosure of the Borrower and effect on the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements financial position or results of operations for such quarterly of any change in the application of accounting period principles and for practices during the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized a Financial Officer of the Borrower as Inergy, L.P. to present fairly presenting in all material respects the financial conditioncondition of Inergy, L.P. and its Consolidated Subsidiaries as of their respective dates and the results of operationsoperations of Inergy, stockholders’ equity L.P. and cash flows its Consolidated Subsidiaries for the respective periods then ended other than the absence of footnotes and subject to year-end audit and adjustments. For purposes hereof, the delivery of Inergy, L.P.’s appropriately completed Quarterly Report on Form 10-Q will be sufficient in lieu of delivery of the consolidated financial statements of Inergy, L.P. and its Consolidated Subsidiaries. (ii) As soon as practicable and in any event within forty-five (45) days after the end of each of the first three fiscal quarters, unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the close of such fiscal quarter and unaudited consolidated statements of income, retained earnings and cash flows for the fiscal quarter then ended and that portion of the Fiscal Year then ended, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP, GAAP other than the absence of footnotes and subject to changes resulting from year-end audit and normal year adjustments and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a Financial Officer of the Borrower to present fairly in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as of their respective dates and the results of operations of the Borrower and its Consolidated Subsidiaries for the respective periods then ended other than the absence of footnotes and subject to year-end audit and adjustments.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year ending thereafter of the Parent, the a consolidated balance sheets sheet of the Borrower Parent and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period fiscal quarter, and the related consolidated statements of income or operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and fiscal quarter, setting forth in each case in comparative form the figures for the elapsed corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year ended with the last day of such quarterly period, all in reasonable detail and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operationsoperations and cash flows of the Parent and its Subsidiaries in accordance with GAAP, stockholders’ equity subject only to normal year-end audit adjustments and the absence of footnotes; provided that, if the Parent shall own material assets other than any Capital Stock of the Borrower or have material operations or other liabilities, the Borrower shall provide a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter, setting forth in each case in comparative form the figures for the previous fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC no later than forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), of the consolidated balance sheets first three (3) fiscal quarters of the Borrower and or such longer period as required under Applicable Securities Laws, a copy of the Subsidiaries and, if different, unaudited consolidated balance sheet of the Borrower as of the end of such period and related unaudited consolidated statements of income and retained earnings and of cash flows for the Restricted SubsidiariesBorrower for such quarterly period and for the portion of the Fiscal Year ending with such period, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth in comparative form consolidated figures for the related corresponding period or periods of the preceding Fiscal Year; all of which unaudited quarterly financial statements shall (i) be prepared in accordance with the prior fiscal Borrower’s past practices and shall be subject to the absence of footnotes required by GAAP and normal recurring year orend audit adjustments, and (ii) include management discussion and analysis of operating results inclusive of operating metrics in comparative form. All such financial statements shall be complete and correct in all material respects (subject, in the case of such consolidated balance sheetinterim unaudited statements, for to the last day absence of the prior fiscal year (orfootnotes required under GAAP or IFRS, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handas applicable, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal recurring year end audit adjustments) and to be prepared in reasonable detail and, in the case of the annual, quarterly and monthly financial statements provided in accordance with subsections (a), (b) and (c) above, (other than with respect to the interim unaudited financial statements) in accordance with GAAP or IFRS, as applicable, applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change, if any, in GAAP or IFRS, as applicable. Notwithstanding the foregoing, financial statements and reports required to be delivered pursuant to the foregoing provisions of this Section may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Line of Credit Lender receives such reports from the Borrower through electronic mail; provided that, upon the Line of Credit Lender’s request, the Borrower shall provide paper copies of any documents required hereby to the Line of Credit Lender.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) the consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations income and 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 and comparable budgeted figures for such quarterly accounting period as set forth in the respective budget delivered pursuant to Section 9.01(d), all of which shall be certified by an Authorized Officer of the Borrower that they fairly present in all material respects in accordance with GAAP the financial condition of the 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, (ii) the consolidating and consolidated balance sheets of Pulitzer and its Subsidiaries as at the end of such quarterly accounting period and the related consolidating and consolidated statements of income and consolidated 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, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as that they fairly presenting present in all material respects in accordance with GAAP the financial condition, results condition of operations, stockholders’ equity and cash flows of the Borrower Pulitzer and its Subsidiaries in accordance with GAAPas of the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes, and (iii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided that to the extent prepared to comply with SEC requirements and delivered to each Lender within the time requirement set forth above in this Section 9.01(a), a copy of the SEC Form 10-Q filed by the Borrower with the SEC for each such quarterly accounting period shall satisfy the requirements of clauses (i) and (iii) of this Section 9.01(a) except for any required comparison against budget as provided above (which comparison will still need to be delivered to each Lender separately pursuant to this Section 9.01(a)).

Quarterly Financial Statements. As soon as available and in any event within 5 days five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes, together with, if not otherwise required to be filed with the SEC, a customary management discussion and analysis describing the financial condition and results of operations of the Borrower and its Subsidiaries.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (75 days for the fiscal quarters of the Borrower ending December 31, 2017, March 31, 2018 and June 30, 2018)), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated income statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 the applicable quarterly period, and commencing with the quarter ending September 30, 2018 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year end audit adjustmentsthe absence of footnotes, and, with respect to 2017 reporting periods, subject to finalization of the purchase price allocation to the fair value of assets acquired and liabilities assumed in the Transactions, as required by GAAP.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such of the first three quarterly accounting period)fiscal periods of each fiscal year of the Borrower, the (i) (A) consolidated balance sheets statements of income and cash flows of the Borrower and the Subsidiaries andits Subsidiaries, if different, (B) consolidated statements of income and cash flows of the Borrower and its Restricted Subsidiaries, in each case for such period and for the period from the beginning of the respective fiscal year to the end of such period, and (C) consolidating statements of income of the Borrower and its directly owned Subsidiaries combined in significant groups for such period, and (ii) (A) the related consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and (B) the related consolidated balance sheet of the Borrower and its Restricted Subsidiaries, in each case as at the end of such quarterly period and period, setting forth in each case after the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion first anniversary of the fiscal year ended with Funding Date (other than consolidating statements) in comparative form the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative corresponding consolidated figures for the related corresponding periods in the prior preceding fiscal year oryear, in the case accompanied by a certificate of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Responsible Officer of the Borrower as Borrower, which certificate shall state that such consolidated financial statements fairly presenting in all material respects present the consolidated financial condition, condition and results of operations, stockholders’ equity and cash flows operations of the Borrower and its Subsidiaries or of the Borrower and its Restricted Subsidiaries, as the case may be, and such consolidating financial statements fairly present the respective unconsolidated financial condition and results of operations of the Borrower and each group of such Subsidiaries, in accordance with GAAPGAAP consistently applied, as at the end of, and for, such period (subject to changes resulting from audit and normal year year-end audit adjustments); all such financial statements to be accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change, if any, in the application of accounting principles as provided in Section 1.3.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on On or before the date that is 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year, commencing with the fiscal quarter ending June 30, 2016, the consolidated balance sheets of the Holdings, CGI Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period fiscal quarter and the related consolidated statements of income or operations for such quarterly accounting period fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period fiscal quarter, and a narrative providing a summary description of the highlights of results of operations of CGI Borrower and its Restricted Subsidiaries for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter and commencing with the quarter ending June 30, and 2016 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the CGI Borrower as fairly presenting in all material respects the financial conditionposition, results of operations, stockholders’ equity operations and cash flows of the CGI Borrower and its Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year the absence of footnotes; provided, that if at the end audit adjustmentsof any applicable fiscal quarter there are any Unrestricted Subsidiaries, Borrower Representative shall also furnish the related consolidating balance sheets of CGI Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidating statements of income or operations and cash flows for such fiscal quarter, in each case, reflecting the adjustments necessary to eliminate such Unrestricted Subsidiaries from the consolidated balance sheets of CGI Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter.

Quarterly Financial Statements. As soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed in accordance with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are then applicable law and not required to be filed with the SEC, on or before the date that is later than 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ending September 30, 2022, its consolidated balance sheets sheet and related statements of the Borrower operations, members’ equity and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case cash flows as at of the end of and for such quarterly period fiscal quarter and the related consolidated statements of operations for such quarterly accounting period and for the then elapsed portion of the fiscal year ended with the last day of such quarterly periodyear, and the related consolidated 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 period, and setting forth in each case, where available, in comparative consolidated form the figures for the related corresponding period or periods in the prior fiscal year of (or, in the case of such consolidated the balance sheet, for the last day as of the prior end of) the previous fiscal year year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (orother than changes pursuant to Section 1.05), subject to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations set forth in lieu this Section 8.01(b) may be satisfied with respect to the delivery of such unaudited financial statements of the Borrower and its Consolidated Restricted Subsidiaries by furnishing to the Restricted SubsidiariesAdministrative Agent and each Lender: (A) Ultimate Parent’s consolidated balance sheet and related statements of operations, partners’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a detailed reconciliation reflecting such Financial Officer as presenting fairly in all material respects the financial condition and results of operations of Ultimate Parent and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than changes pursuant to Section 1.05), subject to normal year-end audit adjustments and the absence of footnotes, and (B) concurrently with the financial information for required by this clause (b), consolidating information that explains in reasonable detail the Borrower differences between the information relating to Ultimate Parent and the Restricted its Consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and the its Consolidated Restricted Subsidiaries, on the other hand. For the purpose of determining EBITDA of Ultimate Parent and its Consolidated Subsidiaries pursuant to this Section 8.01(b), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of each reference to the Borrower and its Consolidated Restricted Subsidiaries or the Borrower and/or its Restricted Subsidiaries in accordance with GAAPthe definition of EBITDA and in the definition of Consolidated Net Income shall be deemed to be a reference to Ultimate Parent and its Consolidated Subsidiaries or Ultimate Parent and/or its subsidiaries, subject to changes resulting from audit and normal year end audit adjustmentsas the case may be.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodperiod (60 days for the fiscal quarters of the Borrower ending March 31, 2019, June 30, 2019 and September 30, 2019)), the consolidated balance sheets of the Borrower and the Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated income statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 the applicable quarterly period, and commencing with the quarter ending March 31, 2020 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year‑end adjustments and normal year end audit adjustmentsthe absence of footnotes, and, with respect to fiscal 2019 reporting periods, subject to finalization of the purchase price allocation to the fair value of assets acquired and liabilities assumed in the Transactions, as required by GAAP.

Quarterly Financial Statements. As soon as available and in any event within 5 days after On or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 105 days after the end of the quarterly accounting periods ending March 31, 2024, June 30, 2024 and September 30, 2024 and within 90 days after the end of each such quarterly accounting periodperiod ending thereafter for the first three fiscal quarters of every Fiscal Year), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted its consolidated Subsidiaries, in each case case, as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or a direct or an indirect parent of the Borrower and its consolidated Subsidiaries, as the case may be) in accordance with GAAPGAAP in all material respects, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and absence of footnotes.

Quarterly Financial Statements. As On or before the date that is 60 days after the end of the fiscal quarter ending June 30, 2011 and, thereafter as soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Parent Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 50 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Parent Borrower and the Subsidiaries and, if different, the Parent Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year Fiscal Year (or, in lieu of such unaudited financial statements of the Parent Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Parent Borrower and the Restricted Subsidiaries, on the one hand, and the Parent Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit audit, and normal year year-end audit adjustmentsadjustments and accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As On or before the date that is 75 days after the end of the fiscal quarter ending August 3, 2007 and, thereafter, as soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 50 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before later than the date that is 45 the earlier of (x) fifty (50) days after the end close of each such quarterly accounting period)of the first, second and third fiscal quarters of the REIT Guarantor, or (y) five (5) days after filing the REIT Guarantor’s 10Q Report with the Securities and Exchange Commission, the unaudited consolidated balance sheets sheet of the Borrower REIT Guarantor and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such quarterly accounting period and an unaudited statement of Funds from Operations, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous calendar year, all of which shall be certified by an Authorized a Responsible Officer of the Borrower REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, position of the REIT Guarantor and its Subsidiaries as at the date thereof and the results of operationsoperations for such period (subject to normal year-end audit adjustments). Together with such financial statements, stockholders’ equity and cash flows of the Borrower and the REIT Guarantor shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) all capital expenditures made during the calendar quarter then ended; (ii) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iii) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (iv) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter; and (v) such other information as the Agent may reasonably request. At the time the financial statements are required to be furnished at the close of the second calendar quarter of the REIT Guarantor, the Borrower shall furnish to the Agent pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries in accordance with GAAPfor the next two (2) calendar quarters, subject to changes resulting from audit including pro forma covenant calculations, sources and normal year end audit adjustmentsuses of funds, capital expenditures, Net Operating Income for the Borrowing Base Properties, and other income and expenses.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower US Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the US Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and setting forth comparative figures for the most recently ended fiscal year, (y) the related consolidated statements of operations of the US Borrower for such quarterly accounting period setting forth comparative figures for the corresponding quarterly accounting period in the prior fiscal year and (z) the related consolidated statements of operations, stockholders’ equity and cash flows of the US Borrower for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, and the related in each case of this clause (z) (except with respect to such consolidated 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 period, and stockholders’ equity) setting forth comparative consolidated figures for the related periods corresponding elapsed period in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower (ii) management’s discussion and the Subsidiaries, on the other hand)analysis of significant operational and financial developments during such quarterly accounting period, all of which shall be in reasonable detail and certified by an the chief financial officer or other Authorized Officer of the US Borrower as that they fairly presenting present in all material respects the consolidated financial condition, condition of the US Borrower as of the dates indicated and the results of operations, stockholders’ equity their operations and changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes. If the US Borrower has designated any Unrestricted Subsidiaries hereunder, then the quarterly financial information required by this Section 6.01(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in management’s discussion and analysis of operational and financial developments, of the financial condition and results of operations of the US Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting separate from audit the financial condition and normal year end audit adjustmentsresults of operations of the Unrestricted Subsidiaries of the US Borrower.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such in the case of financial statements are not required to be filed with for the SECfiscal quarters ended March 31, 2008 and June 30, 2008, on or before the date that is 45 60 days after the end of each such quarterly accounting periodfiscal quarter), the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited audited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, hand and the Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Borrower’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis, on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with With respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECBorrower, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and cash flows, and, beginning with the financial statements for the elapsed portion of the fiscal year ended with the last day of such quarterly periodperiod ending June 30, and the related consolidated 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 period2022, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of such periods in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any Parent Entity or (B) the Borrower’s (or any Parent Entity’s), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other.

Quarterly Financial Statements. As soon as available and in any event within 5 forty-five (45) calendar days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods fiscal quarters in each fiscal year of the Borrower (orcommencing with the fiscal quarter ending on or about September 24, if such 2017), financial statements are not required of the Borrower, consisting of: (i) a consolidated balance sheet as of the end of such fiscal quarter and as of the end of the prior fiscal year; (ii) a consolidated statement of operations for such fiscal quarter and the year- to-date period of the then-current fiscal year, and for the corresponding fiscal quarter and year-to-date period of the prior fiscal year; (iii) a consolidated statement of stockholders’ equity as of the end of such fiscal quarter, as of the end of the corresponding fiscal quarter of the prior fiscal year, and as of the end of the prior fiscal year; and (iv) a consolidated statement of cash flows for the year-to-date period of the then-current fiscal year and the corresponding year-to-date period of the prior fiscal year. Each of the aforementioned financial statements shall be in reasonable detail and certified (subject to normal year-end audit adjustments and the absence of footnotes) by a Financial Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby, except as otherwise noted therein. The Loan Parties will be filed deemed to have complied with the SEC, delivery requirements of this Section 5.11(a) on or before the date that on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System (or any successor system) if (x) such date of public filing is 45 within forty-five (45) calendar days after the end of each such quarterly accounting period), of the consolidated balance sheets first three fiscal quarters in each fiscal year of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of (commencing with the fiscal year ended with quarter ending September 24, 2017) and (y) the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of contained therein meet the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting requirements described in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentsthis Section.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on On or before the date that is 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year, commencing with the fiscal quarter ending December 31, 2016, the consolidated balance sheets of the Borrower and the Subsidiaries and, if differentHoldings, the Borrower and the Restricted Subsidiaries, in each case its Subsidiaries as at the end of such quarterly period fiscal quarter and the related consolidated statements of income or operations for such quarterly accounting period fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period fiscal quarter, and a narrative providing a summary description of the highlights of results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter and commencing with the quarter ending December 31, and 2016 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial conditionposition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAPIFRS (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year the absence of footnotes; provided, that if at the end audit adjustmentsof any applicable fiscal quarter there are any Unrestricted Subsidiaries, the Borrower shall also furnish the related consolidating balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidating statements of income or operations and cash flows for such fiscal quarter, in each case, reflecting the adjustments necessary to eliminate such Unrestricted Subsidiaries from the consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter.

Quarterly Financial Statements. As On or before the date that is 75 days after the end of the fiscal quarter ending August 3, 2007 and thereafter as soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Parent Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 50 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Parent Borrower and the Subsidiaries and, if different, the Parent Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Parent Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Parent Borrower and the Restricted Subsidiaries, on the one hand, and the Parent Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. (i) As soon as available and in any event within 5 60 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower (orParent Borrower, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Parent Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodincome, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods changes in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of the Parent Borrower as presenting fairly in all material respects, in accordance with GAAPGAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Administrative Agent) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of full footnote disclosure. (ii) As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of ARL, a summary consolidated balance sheet of ARL and its Subsidiaries as at the end of such period and the related summary consolidated statement of income of ARL and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in form and scope consistent in all material respects with the financial statements of ARL previously provided pursuant to Section 4.10(a)(ii) and certified by the chief financial officer or controller of ARL, as presenting fairly in all material respects, on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments and the absence of full footnote disclosure. (iii) As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of Intermediate Holdings, summary consolidated financial information of Intermediate Holdings and its Subsidiaries as at the end of such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in form and scope consistent in all material respects with the financial information of Intermediate Holdings previously provided pursuant to Section 4.10(a)(iii) and certified by the chief financial officer or controller of Intermediate Holdings as presenting fairly in all material respects on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments and the absence of full footnote disclosure. (iv) As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of each Designated Subsidiary Borrower (other than ARL), the Statutory Statements for each such Designated Subsidiary Borrower for each such period.

Quarterly Financial Statements. As soon as available Within the earlier of (i) sixty (60) days after the end of each such fiscal quarter and in any event within 5 (ii) five (5) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three (3) quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Borrower, the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations operations, shareholders’ equity and cash flows and a customary “management’s discussion and analysis” section for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any Parent Entity of the Borrower or (B) the Borrower’s (or any Parent Entity thereof), as applicable, Form 10-Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a Parent Entity of the Borrower, if and for so long as such Parent Entity has Independent Assets or Operations, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Entity and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other.

Quarterly Financial Statements. (i) As soon as available and in any event within 5 days after the date on which such financial statements are or required to be filed with the SEC (and in any event within 55 days after giving effect to any permitted extensions) with respect to the close of each of the first three quarterly accounting periods in each fiscal year of the Borrower Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), x) the consolidated balance sheets sheet of the Borrower and its Subsidiaries at the Subsidiaries andend of such fiscal quarter and the related consolidated statements of income, if different, of stockholders' equity and of cash flows for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period and (y) the consolidating balance sheet of the Borrower and the Restricted Subsidiaries, in each case of its Subsidiaries as at the end of such quarterly period fiscal quarter and the related consolidated consolidating statements of operations income, of stockholders' equity and 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 period, and the related consolidated 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 period, and ; in each case setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower and the Subsidiaries, on the other hand), all of which shall be prepared in accordance with GAAP and certified by an the chief financial officer or other Authorized Officer of the Borrower Borrower, as the case may be, subject to changes resulting from normal year-end audit adjustments. (ii) As soon as available or required to be filed with an Applicable Insurance Regulatory Authority and in any event within 55 days after the close of each of the first three quarterly accounting periods in each fiscal year of each Regulated Insurance Company, quarterly financial statements (prepared in accordance with SAP) for such fiscal period of such Regulated Insurance Company, as filed with the Applicable Insurance Regulatory Authority, together with the opinion thereon of the chief financial officer or other Authorized Officer of such Regulated Insurance Company stating that such financial statements present fairly presenting in all material respects the financial condition, condition and results of operations, stockholders’ equity and cash flows operations of the Borrower and its Subsidiaries such Regulated Insurance Company in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentsSAP.

Quarterly Financial Statements. As soon as available Furnish Agent and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) each Lender with respect to each of Loan Parties’ fiscal quarters, on or before the first three quarterly accounting periods in each earlier to occur of (a) forty-five (45) days after the end of such fiscal year of the Borrower quarter (or, if such due date is not a Business Day, then on the next Business Day), and (b) at any time when Parent is a reporting company under the Exchange Act, the date on which the Loan Parties filed their SEC Form 10-Q for such fiscal quarter, an unaudited balance sheet of Loan Parties and their Subsidiaries on a consolidated and consolidating basis and unaudited statements of income of Loan Parties and their Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the fiscal year to the end of such fiscal quarter and for such fiscal quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to the business of Loan Parties or their Subsidiaries. Each such balance sheet and statement of income shall set forth a comparison of the figures for the current fiscal quarter and the current year-to-date with the figures for the same fiscal quarter and year-to-date period of the immediately preceding fiscal year. The Loan Parties shall also provide to Agent and each Lender within such time periods a comparison of such financial statements to the projections for such fiscal period and year-to-date period delivered pursuant to Section 9.11(b). The financial statements shall be accompanied by a Compliance Certificate signed by a Responsible Officer of the Borrower, which shall state that, based on an examination sufficient to permit such Responsible Officer to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Loan Parties with respect to the events giving rise to such Default or Event of Default. Each Compliance Certificate shall additionally set forth (i) the aggregate amount of Capital Expenditures made by Loan Parties during the fiscal quarter in connection with which such Compliance Certificate is delivered and (ii) the cash and Cash Equivalents of the Parent and its Subsidiaries that are not required Restricted as of the end of such fiscal quarter. At any time when Parent is a reporting company under the Exchange Act, Loan Parties may elect to be filed satisfy their obligations under the first sentence of this Section 9.07 with respect to any fiscal quarter by the filing of Parent’s Form 10-Q with the SEC, and the availability of same on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets SEC’s website shall constitute “furnishing” to Agent and Lenders of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements as required by the first sentence of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPthis Section 9.07, subject to changes resulting the time period required by such first sentence of this Section 9.07. Agent shall have no obligation to monitor whether Loan Parties post reports, information and documents on the SEC’s website, or collect any such reports, information and documents from audit and normal year end audit adjustmentsthe SEC’s website.

Quarterly Financial Statements. As soon as available and in any event within 5 By the earlier of 60 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Parent Borrower (or, if such financial statements and the time that they are not required to be filed with the SECpublicly filed, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Parent Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodincome, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods changes in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of the Parent Borrower as presenting fairly in all material respects, in accordance with GAAPGAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Administrative Agent) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of full footnote disclosure. (i) By the earlier of 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of each of ARL and ARC and the time that they are publicly filed, consolidated balance sheets of each of ARL and its Subsidiaries and ARC and its Subsidiaries, respectively as at the end of such period and the related consolidated statements of income and consolidated statements of changes in shareholders’ equity of each of ARL and its Subsidiaries and ARC and its Subsidiaries, respectively, for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of ARL or ARC, as applicable, as presenting fairly in all material respects, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Administrative Agent) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments and the absence of full footnote disclosure. (ii) As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of each Designated Subsidiary Borrower that is required to produce quarterly Statutory Statements, such Statutory Statements. As of the Closing Date, ACUS, ARL, MI and Arch Europe are not required to deliver quarterly Statutory Statements.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Borrower, the consolidated consolidated, combined or condensed balance sheets sheet of the Borrower and the its consolidated, combined or condensed Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements consolidated, combined or condensed statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated consolidated, combined or condensed 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 period, and setting forth comparative consolidated consolidated, combined or condensed figures for the related periods in the prior fiscal year or, in the case of such consolidated consolidated, combined or condensed balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiariesits consolidated, combined of condensed Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated, combined or condensed Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes (together with, in all cases, customary management discussion and analysis). Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated, combined or condensed Subsidiaries by furnishing the Borrower’s Form 10-Q filed with the SEC.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Parent Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Parent Borrower and the Subsidiaries and, if different, the Parent Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Parent Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Parent Borrower and the Restricted Subsidiaries, on the one hand, and the Parent Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPParent Borrower, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) or delivered to the holders of any Existing Notes or Permitted Additional Debt with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of any Existing Notes or Permitted Additional Debt, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, (i) the Borrower and the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the its Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the its Restricted Subsidiaries, on the one hand, and the Borrower and the its Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPBorrower, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 days Within 3 Business Days following the 45th day after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the Borrower and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly accounting period, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year orFiscal Year, (y) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment 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, and (z) the consolidated balance sheets of the U.S. Xxxx Group and the Non-U.S. Xxxx Group as at the end of such quarterly accounting period and the related consolidated statements of income of each such group for such quarterly accounting period and for the elapsed portion of the Fiscal Year ended with the last day of such quarterly accounting period, all of the foregoing of which shall be in reasonable detail and, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiariesdescribed in subclause (x) above, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as that they fairly presenting present in all material respects in accordance with U.S. GAAP the financial condition, results of operations, stockholders’ equity and cash flows condition of the Borrower and its Consolidated Subsidiaries as of the dates indicated and the results of their operations and/or changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes and (ii) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period; provided, however, that for any quarterly accounting period for which the Borrower has filed a Form 10-Q Report with the SEC, the furnishing of (I) the Borrower’s Form 10-Q Report filed with the SEC for such quarterly accounting period and (II) the consolidated balance sheet of each Business Segment as at the end of such quarterly accounting period and the related consolidated statement of income of such Business Segment for such quarterly accounting period, shall satisfy the requirements of subclause (i) and (ii) of this Section 9.01(b).

Quarterly Financial Statements. (i) As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensionsA) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower forty-five (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 45) days after the end of each such quarterly accounting period)of the first three fiscal quarters of the Company and (B) ninety (90) days after the end of the fourth fiscal quarter of the Company, the a company-prepared consolidated and consolidating balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related company-prepared consolidated and consolidating statements of operations income and retained earnings and of cash flows for the Borrower and its consolidated Subsidiaries for such quarterly accounting period and for the elapsed portion of the fiscal year ended ending with such period, in each case setting forth in comparative form consolidated and consolidating figures for the last day corresponding period or periods of the preceding fiscal year (subject to normal recurring year-end audit adjustments) and (ii) as soon as available and in any event within (A) forty-five (45) days after the end of each of the first three fiscal quarters of the Company and (B) ninety (90) days after the end of the fourth fiscal quarter of the Company, a company-prepared consolidated and consolidating balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarterly period, period and the related company-prepared consolidated statement and consolidating statements of income and retained earnings and of cash flows for the Company and its consolidated Subsidiaries for such quarterly accounting period and for the elapsed portion of the fiscal year ended ending with the last day of such quarterly period, and in each case setting forth in comparative form consolidated and consolidating figures for the related corresponding period or periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior preceding fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year recurring year-end audit adjustments.) and to the extent not disclosed in the Company’s Form 10-Q, management discussion and analysis of operating results inclusive of operating metrics in comparative form; and

Quarterly Financial Statements. As soon as available and in any event within 5 days after On or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year Fiscal Year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 50 days after the end of each such quarterly accounting periodperiod (or, in the case of financial statements for (i) the first fiscal quarter following the Closing Date, on or before the date that is 75 days after the end of such fiscal quarter and (ii) for the second and third fiscal quarters following the Closing Date required to be provided under this clause (b), on or before the date that is 60 days after the end of such fiscal quarter) of the first three fiscal quarters of every Fiscal Year) (or, in each case, such later time as may be agreed by the Administrative Agent in its reasonable discretion), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted its consolidated Subsidiaries, in each case case, as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Fiscal Year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or a direct or an indirect parent of the Borrower and its consolidated Subsidiaries, as the case may be) in accordance with GAAPGAAP in all material respects, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of not later than the first three quarterly accounting periods in each fiscal year to occur of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before a) the date that is 45 five (5) days following the filing of the REIT Guarantor’s 10-Q Report with the Securities and Exchange Commission and (b) the date that is fifty (50) days after the end close of each such quarterly accounting period)of the first, second and third calendar quarters of the REIT Guarantor, the unaudited consolidated balance sheets sheet of the Borrower REIT Guarantor and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such quarterly accounting period period, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous calendar year, all of which shall be certified by an Authorized a Responsible Officer of the Borrower REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, position of the REIT Guarantor and its Subsidiaries as at the date thereof and the results of operationsoperations for such period (subject to normal year-end audit adjustments). Together with such financial statements, stockholders’ equity and cash flows of the Borrower and the REIT Guarantor shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) all capital expenditures made during the calendar quarter then ended; (ii) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iii) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (iv) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter; and (v) a listing of summary information for all Unencumbered Assets including, without limitation, the Net Operating Income of each Property (not addressed in clause (ii) or (iii) above), square footage, property type, date acquired or built with respect to each Property included as an Unencumbered Asset in form and substance reasonably satisfactory to the Agent. At the time the financial statements are required to be furnished at the close of the second calendar quarter of the REIT Guarantor, the Borrower shall furnish to the Agent pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries in accordance with GAAPfor the next two (2) calendar quarters, subject to changes resulting from audit and normal year end audit adjustmentsincluding pro forma covenant calculations.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersequity holders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the Borrower’s (or any direct or indirect parent thereof’s), as applicable, Form 10 Q filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries and the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of (x) the Borrower and the its consolidated Subsidiaries and, and (y) if different, the Borrower and the Restricted Subsidiaries (provided, however, that the Borrower shall be under no obligation to deliver the consolidated financial statements described in sub-clause (y) if the Consolidated Total Assets and the Consolidated EBITDA of the Borrower and its consolidated Subsidiaries (which Consolidated Total Assets and Consolidated EBITDA shall be calculated in accordance with the definitions of such terms, but determined based on the financial information of the Borrower and its consolidated Subsidiaries, and not the financial information of the Borrower and its Restricted Subsidiaries) do not differ from the Consolidated Total Assets and the Consolidated EBITDA, respectively, of the Borrower and its Restricted Subsidiaries by more than 2.5%), in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, unless the consolidated financial statements described in sub-clause (y) are not required to be delivered pursuant to the immediately preceding proviso, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all of which shall be (i) certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or the Borrower and the Restricted Subsidiaries, as the case may be) in accordance with GAAP, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and absence of footnotes and (ii) accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As soon as available and in any event within 5 days Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPBorrower, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on On or before the date that is 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year, the consolidated balance sheets of the Holdings, CGI Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period fiscal quarter and the related consolidated statements of income or operations for such quarterly accounting period fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period fiscal quarter, and a narrative providing a summary description of the highlights of results of operations of CGI Borrower and its Restricted Subsidiaries for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and fiscal quarter setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the CGI Borrower as fairly presenting in all material respects the financial conditionposition, results of operations, stockholders’ equity operations and cash flows of the CGI Borrower and its Subsidiaries in accordance with GAAPIFRS (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year the absence of footnotes; provided, that if at the end audit adjustmentsof any applicable fiscal quarter there are any Unrestricted Subsidiaries, Borrower Representative shall also furnish the related consolidating balance sheets of CGI Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidating statements of income or operations and cash flows for such fiscal quarter, in each case, reflecting the adjustments necessary to eliminate such Unrestricted Subsidiaries from the consolidated balance sheets of CGI Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 Within 60 days after the end of each such quarterly accounting period)fiscal quarter of Borrower, the unaudited consolidated balance sheets financial statements of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiariesfor each fiscal quarter of Borrower, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodcontaining a balance sheet, income statement, and the related consolidated statement of cash flows and accompanied by a Compliance Certificate of the Chief Financial Officer of Borrower. Notwithstanding the foregoing requirements respecting financial statement delivery, for any fiscal quarter of Borrower, delivery by Borrower to Administrative Agent of Borrower’s Quarterly Report on Form 10-Q for such quarterly accounting fiscal quarter, as filed with the Securities and Exchange Commission, on the earlier of (a) a date within the time period set forth herein for delivery of Borrower’s financial statements for such fiscal quarter, or (b) the date of Borrower’s filing of such report with the Securities and Exchange Commission will satisfy financial statement delivery requirements under this Section. Each Compliance Certificate shall be in the form of Exhibit 13.13, shall contain detailed calculations of the financial measurements referred to in Section 15 for the elapsed portion of the fiscal year ended with the last day of such quarterly periodrelevant periods, and setting forth comparative consolidated figures for shall contain statements by the related periods signing officer to the effect that, except as explained in reasonable detail in such Compliance Certificate, (i) the prior fiscal year orattached Financial Statements are complete and correct in all material respects (subject, in the case of such consolidated balance sheetFinancial Statements other than annual, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries to normal year-end audit adjustments made in accordance with GAAPGAAP and the absence of footnotes) and have been prepared in accordance with GAAP applied consistently throughout the periods covered thereby and with prior periods (except as disclosed therein), subject (ii) all of the Representations and Warranties are true and correct as of the date such certification is given as if made on such date, and (iii) there is no Existing Default. If any Compliance Certificate delivered to changes resulting from audit under this Section discloses that a representation or warranty is not true and normal year end audit adjustmentscorrect, or that there is an Existing Default that has not been waived in writing by Lenders or Required Lenders, as applicable, such Compliance Certificate shall state what action Borrower has taken or proposes to take with respect thereto.

Quarterly Financial Statements. (i) As soon as available and in any event within 5 60 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower (orParent Borrower, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Parent Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodincome, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods changes in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of the Parent Borrower as presenting fairly in all material respects, in accordance with GAAPGAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Administrative Agent) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of full footnote disclosure. (ii) As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of ARL, consolidated balance sheets of ARL and its Subsidiaries as at the end of such period and the related consolidated statements of income of ARL and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the chief financial officer of ARL as presenting fairly in all material respects, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Administrative Agent) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments and the absence of full footnote disclosure. (iii) As soon as available and in any event within 60 days after the close of each of the first three quarterly accounting periods in each fiscal year of each Designated Subsidiary Borrower (other than ACUS) that is required to produce quarterly Statutory Statements, such Statutory Statements. As of the Closing Date, ARL and Arch Europe are not required to deliver quarterly Statutory Statements.

Quarterly Financial Statements. (i) As soon as available reasonably practicable and no later than 15 days before the date by which Roivant is required to file a quarterly report on Form 10-Q if this provision is applicable by virtue of Section 2.01(x) above or 10 days before the date by which Roivant is required to file a quarterly report on Form 10-Q if this provision is applicable by virtue of Section 2.01(y) or (z) above, RNL will deliver to Roivant reasonably complete drafts of (i) the consolidated financial statements of RNL (and notes thereto) for the quarterly periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of RNL the consolidated figures (and notes thereto) for the corresponding quarter and periods of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and GAAP and (ii) a discussion and analysis by management of RNL’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of any event within material period-to-period change and any off-balance sheet transactions, prepared in accordance with Item 303(b) of Regulation S-K. The information set forth in (i) and (ii) above is referred to in this Agreement as the “RNL Quarterly Financial Statements.” As soon as reasonably possible and no later than 5 days after before the date on by which such financial statements are Roivant is required to be filed with file a quarterly report on Form 10-Q, RNL will deliver to Roivant the SEC (after giving effect to any permitted extensions) with respect to each final form of the first three quarterly accounting periods RNL Quarterly Financial Statements, provided, however, that RNL may continue to revise such RNL Quarterly Financial Statements prior to its filing thereof in each order to make corrections, updates and changes, which corrections, updates and changes, if substantive, will be delivered by RNL to Roivant as soon as reasonably possible. At Roivant’s request, RNL’s representatives will consult and discuss with RNL’s representatives any such corrections, updates and changes. To the extent that the fiscal year of Roivant is not the Borrower (orsame as the fiscal year of RNL or Roivant is not subject to reporting obligations under Section 13(a) or 15(d) of the Exchange Act, if such financial statements are not required the obligation to be filed with the SEC, on or deliver RNL Quarterly Financial Statements before the date that by which Roivant is required to file its quarterly report on Form 10-Q shall be determined based on the date by which RNL is required to file its quarterly report on Form 10-Q. (ii) As soon as reasonably practicable and no later than 45 days after the end of each such quarterly accounting period)its fiscal year, RNL will deliver to Roivant its consolidated financial statements (and notes thereto) for the consolidated balance sheets last quarter of the Borrower and the Subsidiaries andits fiscal year, if different, the Borrower and the Restricted Subsidiaries, setting forth in each case as at the end of such quarterly period and the related consolidated statements of operations in comparative form for such quarterly accounting period fiscal quarter of RNL the consolidated figures (and notes thereto) for the elapsed portion corresponding quarter of the previous fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries prepared in accordance with Article 10 of Regulation S-X and GAAP; provided, subject however, that RNL may continue to revise such financial statements in order to make corrections, updates and changes resulting from audit in connection with the preparation of its audited annual financial statements, which corrections, updates and normal year end audit adjustmentschanges, if substantive, will be delivered by RNL to Roivant as soon as reasonably possible.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year of the Borrower Holdings (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the Borrower Parent and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, retained earnings and the related consolidated 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, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year or, and comparable budgeted figures for such quarterly accounting period as set forth in the case of such respective budget delivered pursuant to Section 9.01(d), (y) in a footnote to the consolidated balance sheet, for the last day sheet of the prior fiscal year (orParent and its Subsidiaries, in lieu quarterly unaudited condensed consolidated financial information of such Holdings and unaudited condensed unconsolidated financial statements information of the Borrower and for the Restricted Subsidiariessame periods, a detailed reconciliation reflecting such in addition to the financial information for required to comply with Rule 3-10 of Regulation S-X under the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Securities Act, all of which shall be certified by an Authorized Officer the chief financial officer of the Borrower as Parent that they fairly presenting present in all material respects in accordance with GAAP the financial condition, condition of the Parent and its Subsidiaries as of the dates indicated and the results of operationstheir operations for the periods indicated, stockholders’ equity subject to normal year-end audit adjustments and cash flows the absence of footnotes, and (z) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period and (ii) the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related 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 the chief financial officer of the Borrower that they fairly present in all material respects in accordance with GAAPGAAP the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or delivered to any permitted extensions) the holders of the Senior Notes with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Senior Notes, on or before the date that is 45 60 days after the end of each such quarterly accounting period), (A) the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, (i) the Borrower and the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments, and (B) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clause (A), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole. The furnishing by Intelsat S.A. or any other direct or indirect parent entity of the Borrower of its Form 6-K (or any successor or comparable forms) relating to its quarterly financial statements or the filing of a Form 10-Q (or any successor or comparable forms) with the SEC as at the end of and for any fiscal quarter, certified as aforesaid, shall be deemed to satisfy the reporting obligations under this paragraph with respect to such quarter so long as such filing includes (i) a consolidating footnote setting forth the consolidated balance sheets of (x) the Borrower and the Restricted Subsidiaries and (y) Holdings, Borrower and the Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statement of operations and cash flows for such fiscal year, and (ii) a “Management’s Discussion and Analysis of Financial Table of Contents Condition and Results of Operations” (in the case of a Form 10-Q) or, in the case of a Form 6-K, an “Operating and Financial Review and Prospects” discussion complying with the requirements of Form 20-F (adjusted to reflect quarterly rather than annual reporting, consistent with the differences in the form requirements of Form 10-K and Form 10-Q) that includes a reasonably detailed analysis of the operating results and financial condition (considered separately from the other Subsidiaries of Intelsat S.A. where material) of Holdings and its Subsidiaries; provided that such detailed analysis of the Borrower and its Subsidiaries shall not be required if Intelsat S.A.’s only material operations or assets in addition to the Borrower and its Subsidiaries includes one or more businesses, each of which discloses a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or an “Operating and Financial Review and Prospects” discussion for such companies or substantially similar disclosure required by a non-U.S. jurisdiction (considered separately from other Subsidiaries of Intelsat S.A.) publicly on or through the website of Intelsat S.A. or through the XXXXX system and (iii) if the Borrower had any Unrestricted Subsidiaries during any period covered by the financial information set forth in clauses (i) and (ii), a reasonably detailed break-out of such financial information showing amounts attributable to the Restricted Subsidiaries as a whole and the Unrestricted Subsidiaries as a whole.

Quarterly Financial Statements. (i) As soon as available and in any event within 5 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), x) the consolidated balance sheets sheet of the Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations income, of stockholders' equity and 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 period and (y) the consolidating balance sheet of the Borrower and each of its Subsidiaries as at the end of such fiscal quarter and the related consolidating statements of income, of stockholders' equity and of cash flows for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and ; in each case setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one handyear, and the Borrower and the Subsidiaries, on the other hand), all of which shall be prepared in accordance with GAAP and certified by an the Chief Financial Officer or other Authorized Officer of the Borrower Borrower, subject to changes resulting from normal year-end adjustments. (ii) As soon as available and in any event within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year of each Regulated Insurance Company, Quarterly Statements of such Regulated Insurance Company (prepared in accordance with SAP) for such fiscal period and as filed with the Applicable Regulatory Insurance Authority, together with the opinion thereon of the Chief Financial Officer or other Authorized Officer of such Regulated Insurance Company stating that such financial statements present fairly presenting in all material respects the financial condition, condition and results of operationsoperations of such Regulated Insurance Company in accordance with SAP. (iii) As soon as available and in any event within 90 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Borrower, stockholders’ equity Quarterly Statements of the HIC Insurance Subsidiaries and cash flows the VIK Insurance Subsidiaries, each on a combined basis (prepared in accordance with SAP), for such fiscal period and as filed with the Applicable Regulatory Insurance Authority, together with the opinion thereon of the Chief Financial Officer or other Authorized Officer of the Borrower stating that such financial statements present fairly in all material respects the combined financial condition and its Subsidiaries results of operations of such insurance companies in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentsSAP.

Quarterly Financial Statements. As soon as available practicable and in any event within 45 days (or, if earlier, not later than 5 days after the date on which delivering such financial statements are required to be filed with the SEC (SEC) after giving effect to any permitted extensions) with respect to the end of each of the first three quarterly accounting periods in fiscal quarters of each Fiscal Year (commencing with the fiscal year quarter ended March 31, 2015), an unaudited Consolidated balance sheet of the Borrower as of the close of such fiscal quarter and unaudited Consolidated (orand, if there are any Unrestricted Subsidiaries, consolidating) statements of income, retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements are not required to be filed with for the SECfiscal quarter then ended and that portion of the Fiscal Year then ended, on or before including the date that is 45 days after notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of each such quarterly and for the corresponding period in the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period), and certified by the consolidated balance sheets chief financial officer of the General Partner (on behalf of the Borrower) to present fairly in all material respects the financial condition of the Borrower and the its Subsidiaries and, if different, the Borrower on a Consolidated basis as of their respective dates and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements results of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and its Subsidiaries for the Restricted respective periods then ended, subject to normal year-end adjustments and the absence of footnotes. If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, a detailed reconciliation reflecting such then, concurrently with the financial information for required by this clause (b), the Borrower shall provide a reasonably detailed presentation of the consolidated financial position and results of operations of the Borrower and its Restricted Subsidiaries as of the Restricted Subsidiaries, on end of and for such fiscal quarter which financial presentation shall exclude the one hand, financial position and results of operations of the Borrower Unrestricted Subsidiaries and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer the chief financial officer of the Borrower General Partner (on behalf of the Borrower) as fairly presenting in all material respects the such consolidated financial condition, condition and results of operations, stockholders’ equity and cash flows operations as of the Borrower end of and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentsfor such fiscal quarter.

Quarterly Financial Statements. As soon as available and in any event within 5 55 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of Parent (x) to the extent prepared to comply with SEC requirements, a copy of the SEC Form 10-Qs filed by Parent (and at such time when the Borrower (is not Parent, the Borrower) with the SEC for each such quarterly period, or, if no such financial statements are not required Form 10-Q was so filed by Parent or the Borrower with respect to be filed with the SEC, on or before the date that is 45 days after the end of each any such quarterly accounting period), the consolidated condensed balance sheets sheet of Parent and its Subsidiaries (and at such time when the Borrower is not Parent, of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted its Subsidiaries, in each case ) as at the end of such quarterly period and the related consolidated condensed statements of operations income for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated condensed statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, and (y) the consolidated condensed balance sheet of Parent and its Non-Nabisco Subsidiaries (and at such time when the Borrower is not Parent, of the Borrower and its Non-Nabisco Subsidiaries), as at the end of such quarterly period and the related consolidated condensed statements of income for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated condensed statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and in each case setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated condensed balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an the Chief Financial Officer, Controller, Chief Accounting Officer or other Authorized Officer of Parent or the Borrower Borrower, as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAPcase may be, subject to changes resulting from audit and normal year year-end audit adjustments.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the ------------------------------- first three quarterly accounting periods in each fiscal year of the Borrower US Borrower, (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) the consolidated balance sheets sheet of the US Borrower and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting 108 period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, retained earnings and the related consolidated 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, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year or, and comparable budgeted figures for such quarterly accounting period as set forth in the case respective budget delivered pursuant to Section 6.01(d) and (ii) management's discussion and analysis of significant operational and financial developments during such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)quarterly period, all of which shall be in reasonable detail and certified by an the chief financial officer or other Authorized Officer of the US Borrower as that they fairly presenting present in all material respects the financial condition, results of operations, stockholders’ equity and cash flows condition of the US Borrower and its Subsidiaries as of the dates indicated and the results of their operations and changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. If the US Borrower has designated any Unrestricted Subsidiaries hereunder, then the quarterly financial information required by this Section 6.01(b) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in management's discussion and analysis of operational and financial developments, of the financial condition and results of operations of the US Borrower and its Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the US Borrower.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of not later than the first three quarterly accounting periods in each fiscal year to occur of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before a) the date that is 45 five (5) days following the filing of the REIT Guarantor's 10‑Q Report with the Securities and Exchange Commission and (b) the date that is fifty (50) days after the end close of each such quarterly accounting period)of the first, second and third calendar quarters of the REIT Guarantor, the unaudited consolidated balance sheets sheet of the Borrower REIT Guarantor and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders' equity and cash flows of the REIT Guarantor and its Subsidiaries for such quarterly accounting period and an unaudited statement of Funds from Operations, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)previous calendar year, all of which shall be certified by an Authorized a Responsible Officer of the Borrower REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial condition, position of the REIT Guarantor and its Subsidiaries as at the date thereof and the results of operationsoperations for such period (subject to normal year-end audit adjustments). Together with such financial statements, stockholders’ equity and cash flows of the Borrower and the REIT Guarantor shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) all capital expenditures made during the calendar quarter then ended; (ii) a description of all Properties acquired during such calendar quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iii) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (iv) a statement of the Net Operating Income contribution by each Property for the preceding calendar quarter; (v) a listing of summary information for all Unencumbered Assets including, without limitation, the Net Operating Income of each Property (not addressed in clause (ii) or (iii) above), occupancy rates, square footage, property type, date acquired or built with respect to each Property included as an Unencumbered Asset in form and substance reasonably satisfactory to the Agent and (vi) such other information as the Agent may request. At the time the financial statements are required to be furnished at the close of the second calendar quarter of the REIT Guarantor, the Borrower shall furnish to the Agent pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries in accordance with GAAPfor the next two (2) calendar quarters, subject to changes resulting from audit including pro forma covenant calculations, EBITDA, sources and normal year end audit adjustmentsuses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of the each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on On or before the date that is 45 days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year, commencing with the fiscal quarter ending on or about September 30, 2020, the consolidated balance sheets of the Borrower and the Subsidiaries and, if differentHoldings, the Borrower and the Restricted Subsidiaries, in each case its Subsidiaries as at the end of such quarterly period fiscal quarter and the related consolidated statements of income or operations for such quarterly accounting period fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period fiscal quarter, and a narrative providing a summary description of the highlights of results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodfiscal quarter and commencing with the fiscal quarter ending on or about June 30, and 2019 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial conditionposition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAPIFRS (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal year the absence of footnotes; provided that if at the end audit adjustmentsof any applicable fiscal quarter there are any Unrestricted Subsidiaries, the Borrower shall also furnish the related consolidating balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidating statements of income or operations and cash flows for such fiscal quarter, in each case, reflecting the adjustments necessary to eliminate such Unrestricted Subsidiaries from the consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 JCC Holding and within 90 days after the end close of each such the fourth quarterly accounting period)period in each fiscal year of JCC Holding, the consolidated balance sheets sheet of the Borrower JCC Holding and the its Consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations income and retained earnings and statement of cash flows, in each case for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, and the related consolidated 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 period, and in each case setting forth comparative consolidated figures for the related corresponding periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer a financial officer of the Borrower as fairly presenting in all material respects Borrower, subject to normal year-end audit adjustments. To the extent JCC Holding is filing quarterly reports on Form 10-Q with the SEC, delivery of such reports to the Lender shall be deemed to satisfy the foregoing requirements of this subsection. If JCC Holding has any Subsidiaries which are Unrestricted Subsidiaries hereunder, then the quarterly financial information required by this clause (b) shall include a reasonably detailed presentation, either on the face of the financial conditionstatements or the footnotes thereto, and in the management's discussion an analysis of operational and financial developments, of the financial condition and results of operations, stockholders’ equity operations of Unrestricted Subsidiaries separate from the financial condition and cash flows results of the Borrower operations of JCC Holding and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentswhich are not Unrestricted Subsidiaries.

Quarterly Financial Statements. As soon as available and in any event within 5 (i) Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Holdings, the consolidated balance sheets sheet of the Borrower Holdings and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, retained earnings and the related consolidated 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, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), ; all of which shall be in reasonable detail and certified by the Crisis Manager (following the Borrower's retention of the Crisis Manager) or an Authorized Officer of Holdings (prior to the Borrower as Borrower's retention of the Crisis Manager) that they fairly presenting present in all material respects the financial condition, results condition of operations, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries as of the dates indicated and the results of their operations and changes in accordance with GAAPtheir cash flows for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. (ii) Within 45 days after the close of the first three quarterly accounting periods in each fiscal year of Holdings, the sales and operating income (before corporate overhead) for each division of Holdings and its Subsidiaries (including corporate, Williamhouse, Ampad, Forms and Creative Card) for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period; all of which shall be in reasonable detail and certified by the Crisis Manager (following the Borrower's retention of the Crisis Manager) or an Authorized Officer of Holdings (prior to the Borrower's retention of the Crisis Manager) that they fairly represent in all material respects the information contained therein for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), (x) the consolidated balance sheets of the Borrower and the its consolidated Subsidiaries and, and (y) if different, the Borrower and the Restricted Subsidiaries; provided, however, that the Borrower will be under no obligation to deliver the financial statements set forth in sub-clause (y) to the extent that the Consolidated Total Assets of the Borrower and its consolidated Subsidiaries do not differ from the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries by more than 2.5%, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, unless the financial statements set forth in sub-clause (y) are not required to be delivered, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the its consolidated Subsidiaries, on the other hand), all of which shall be (i) certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries (or the Borrower and the Restricted Subsidiaries, as the case may be) in accordance with GAAP, subject to changes resulting from audit and audit, normal year year-end audit adjustmentsadjustments and absence of footnotes and (ii) accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As soon as available practicable, and in any event within 5 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each fiscal quarter of the first three quarterly accounting periods in each fiscal year of the Borrower Borrowers, Genesis (or, if such financial statements are not required on behalf of the Borrowers) shall furnish to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Administrative Agent, the consolidated balance sheets of the Borrower Issuer and the Subsidiaries and, if differenteach Lender, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related following unaudited financial statements: (i) consolidated statements of operations income, cash flows and changes in stockholders' equity of Genesis and its consolidated Subsidiaries (excluding the Multicare Group) for such quarterly accounting period fiscal quarter and for the elapsed portion of the fiscal applicable year ended with the last day of such quarterly to date period, and a consolidated balance sheet of such Persons as of the related close of such fiscal quarter. If at any time that the Cash Flow of the Excluded Subsidiaries (other than the Multicare Group) exceeds 2.5% of the Cash Flow of Genesis and its consolidated statement Subsidiaries (excluding the Multicare Group), Genesis on behalf of the Borrowers furnish statements of income, cash flows and changes in stockholders of the Borrowers, on a consolidated basis, for such quarterly accounting fiscal quarter and applicable year-to-date period and for the elapsed portion a balance sheet of such Persons, on a consolidated basis, as of the fiscal year ended with the last day close of such quarterly periodfiscal quarter, in lieu of the requirements of preceding sentence; and (ii) statements of income, cash flows and changes in stockholders equity of the Multicare Group, on a consolidated basis, for such fiscal quarter and a balance sheet of such Persons, on a consolidated basis, as of the close of such fiscal quarter; all in reasonable detail, setting forth in comparative consolidated form the corresponding figures for the related same periods in or as of the prior same date during the preceding fiscal year or, in the case of such consolidated balance sheet, (except for the last day balance sheets, which shall set forth in comparative form the corresponding balance sheets as of the prior fiscal year (or, in lieu of such unaudited end). Such financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized the chief financial officer or other Responsible Officer of the Borrower Genesis as presenting fairly presenting in all material respects the financial conditionposition of the subject entities as of the end of such fiscal quarter and year-to-date period, and the results of operations, stockholders’ equity their operations and their cash flows of the Borrower and its Subsidiaries changes in accordance stockholders' equity for such fiscal quarter and year-to-date period, in conformity with GAAP, subject to changes resulting from audit normal and normal year recurring year-end audit adjustments.

Quarterly Financial Statements. As Borrower shall furnish to Lender, as soon as available practicable, and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC thirty (after giving effect to any permitted extensions30) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting periodAccounting Quarter (other than the last Accounting Quarter in any Fiscal Year), the an unaudited consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period Accounting Quarter and the related unaudited consolidated statements statement of operations income and expense of Borrower for each such quarterly accounting period Accounting Quarter, and for the elapsed portion that part of the fiscal year ended with the last day of such quarterly periodFiscal Year to date, and the related an unaudited consolidated statement of cash flows flow of Borrower for such quarterly accounting period and for the elapsed portion that part of the fiscal year ended Fiscal Year to date, all in the form that would be required of Borrower if Borrower were required to file quarterly reports with the last day of such quarterly periodSEC on Form 10-Q, and setting forth in each case, in comparative consolidated form, the corresponding figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day corresponding period(s) of the prior fiscal year (orpreceding Borrower Fiscal Year, in lieu which statements shall, as a whole, fairly present the financial position of such unaudited financial statements Borrower as at the end of the Borrower periods indicated and the Restricted Subsidiaries, a detailed reconciliation reflecting results of the operations of Borrower for such financial information for the Borrower periods and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Accounting Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries having been prepared under his or her supervision in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustments, and stating that such Authorized Accounting Officer knows of no facts inconsistent with such Financial Statements and that such Financial Statements, as a whole, fairly present the financial position of Borrower as of the end of the periods indicated and the results of the operations of Borrower for such periods. Any financial statements furnished pursuant to this Section shall be accompanied by a certificate of an Authorized Accounting Officer stating that, to his or her knowledge, no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, the period of its existence, and the action that Borrower has taken or proposes to take with respect thereto.

Quarterly Financial Statements. (a) As soon as available and available, but in any event within 5 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each end of the first three fiscal quarterly accounting periods in of each fiscal year year, an unaudited consolidated Balance Sheet of SSI and its Subsidiaries, as at such last day of the Borrower (orfiscal quarter, if and an unaudited consolidated statement of operations and cash flows of SSI and its Subsidiaries for such financial fiscal quarter, and with respect to the second and third fiscal quarters such statements are not required shall also include statements of operations and cash flows for the period from the commencement of the then current fiscal year to the end of such quarter, each to be filed in reasonable detail and certified by the chief financial officer or corporate controller of the Borrowers as having been prepared in accordance with the SECgenerally accepted accounting principles consistently applied, on or before the date that is subject to year-end audit adjustments. (b) As soon as available, but in any event within 45 days after the end of each such quarterly accounting period), the consolidated balance sheets any of the Borrower first three fiscal quarterly periods of each fiscal year, unaudited consolidating Balance Sheets of SSI and its Subsidiaries as at such last day of such fiscal quarter, and unaudited consolidating statements of operations of SSI and its Subsidiaries, for such fiscal quarter, and with respect to the Subsidiaries andsecond and third fiscal quarters, if differentsuch statements shall also include consolidating statements of operations for the period from the commencement of the current fiscal year to the end of such quarter, each to be in reasonable detail. (c) As soon as available, but in any event within 45 days after the Borrower end of the first three fiscal quarterly periods of each fiscal year, an unaudited Balance Sheet of SSI as at such last day of the fiscal quarter, and an unaudited statement of operations of SSI for such fiscal quarter, and with respect to the Restricted Subsidiariessecond and third fiscal quarters such statements shall also include statements of operations for the period from the commencement of the then current fiscal year to the end of such quarter, in each case prepared on a consolidated basis for SSI excluding all Subsidiaries other than if another Borrower and to be in reasonable detail and certified by the chief financial officer or corporate controller of the Borrowers as at having been prepared in accordance with generally accepted accounting principles consistently applied, subject to year-end audit adjustments, and in each case showing the calculation of the covenants in Sections 6.8, 6.9 and 6.10 hereof. (d) As soon as available, but in any event within 45 days after the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the each fiscal year ended with the last day of such quarterly periodquarter, and the related consolidated statement of a cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods availability schedule in the prior fiscal year or, in the case form of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustmentsAnnex I hereto.

Quarterly Financial Statements. As soon as available and in any event within 5 forty-five (45) days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to close of each of the first three quarterly accounting periods in each first, second and third fiscal year quarters of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Borrower, the unaudited consolidated balance sheets sheet of the Borrower Borrower, its Subsidiaries and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case GDTRS as at of the end of such quarterly period and the related unaudited consolidated statements of operations income, shareholders' equity and cash flows of Borrower, its Subsidiaries and GDTRS for such quarterly accounting period period, setting forth in each case in comparative form the figures as of the end of and for the elapsed portion corresponding periods of the previous fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer the chief financial or chief accounting officer of the Borrower General Partner, in his or her opinion, to present fairly, in accordance with GAAP as fairly presenting then in all material respects effect, the consolidated financial conditionposition of Borrower, its Subsidiaries and GDTRS, as at the date thereof and the results of operationsoperations for such period (subject to normal year end audit adjustments). In addition, stockholders’ equity for each balance sheet and cash flows income statement so provided, a supplemental unaudited combining balance sheet and statement of income shall be provided that reflects the accounts of Borrower and its Subsidiaries in the first column, the accounts of GDTRS in the second column and the combined total of the accounts from the first and second column in the third column, such accounts representing the combined accounts of Borrower, its Subsidiaries and GDTRS. The supplemental unaudited balance sheets and income statements so provided shall be certified by the chief financial or chief accounting officer of the General Partner to present fairly, in accordance with GAAP, GAAP (except with respect to the consolidation of GDTRS) the respective financial position of such Persons at the date thereof and the results of operations for such period (subject to changes resulting from audit and normal year end audit adjustments). Together with such financial statements, the Borrower shall deliver reports, in form and detail satisfactory to the Agent, setting forth (i) a statement of Consolidated Income Available for Distribution for the fiscal quarter then ending; (ii) all capital expenditures made during the fiscal quarter then ended; (iii) a description of all Properties acquired during such fiscal quarter, including the Net Operating Income of each such Property, acquisition costs and related mortgage debt; (iv) a description of all Properties sold during the fiscal quarter then ended, including the Net Operating Income from such Properties and the sales price, and with respect to Condominium Properties, the number of units for sale, the number of units sold, the number of units remaining for sale, the sales price of each unit, and whether management or control of such Condominium Property has been turned over to a homeowner's association or similar entity; (v) a schedule of the Net Operating Income contribution by each Property and by each market, including a summary of the economic occupancy, rent potential, and income and expense for such Properties for the preceding fiscal quarter; (vi) pro forma quarterly financial information for Borrower, its Subsidiaries and the other Loan Parties for the next four (4) fiscal quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses,; and (vii) such other information as the Agent may reasonably request.

Quarterly Financial Statements. As (i) as soon as available and available, but in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 forty-five days after the end of each such quarterly accounting period)of the first three fiscal quarters of each fiscal year of the Parent, the (A) a consolidated balance sheets sheet of the Borrower Parent and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period fiscal quarter, and the related consolidated statements of operations income or operations, shareholders' equity and cash flows for such quarterly accounting period fiscal quarter and for the elapsed portion of the Parent's fiscal year ended with then ended, (B) a balance sheet for the last day Medical/Surgical Business of the Parent and its Subsidiaries as at the end of such quarterly periodfiscal quarter, and the related statements of income or operations and shareholders' equity for the Medical/Surgical Business for such fiscal quarter and for the portion of the Parent's fiscal year then ended, (C) a consolidated balance sheet for Lovelace and the Sandia Parties as at the end of suxx xxxxxl quarter, and the related consolidated statement statements of cash flows income or operations and shareholders' equity for Lovelace and the Sandia Parties for such quarterly accounting period fiscal quaxxxx xxx for the portion of the Parent's fiscal year then ended and (D) a balance sheet for the Behavioral Business as at the end of such fiscal quarter, and the related statements of income or operations and shareholders' equity for the Behavioral Business for such fiscal quarter and for the elapsed portion of the Parent's fiscal year ended with the last day of such quarterly periodthen ended, and setting forth in each case in comparative consolidated form the figures for the related periods in corresponding fiscal quarter of the prior previous fiscal year or, in and the case of such consolidated balance sheet, for the last day corresponding portion of the prior previous fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be in reasonable detail and certified by an Authorized a Responsible Officer of the Borrower Parent as fairly presenting in all material respects the financial condition, results of operations, stockholders’ shareholders' equity and cash flows of the Borrower Parent and its Subsidiaries in accordance with GAAP, subject only to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. (ii) with respect to each HMO Subsidiary, as soon as available, but in any event not later than the time such statements are required to be filed with the applicable Governmental Authority, quarterly financial statements prepared in accordance with SAP.

Quarterly Financial Statements. As soon as available and in any event within 5 Within five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, but in any event on or before the date that is 45 days (or such longer period as the Administrative Agent may reasonably agree) after the end of each such quarterly accounting period)of the first three Fiscal Quarters of each Fiscal Year of the Borrower, the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period Fiscal Quarter and the related consolidated statements of operations operations, shareholders’ equity and cash flows for such quarterly accounting period Fiscal Quarter and for the elapsed portion of the fiscal year Fiscal Year ended with the last day of such quarterly period, and the related consolidated 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 periodFiscal Quarter, and setting forth comparative consolidated figures for the related periods in the prior fiscal year Fiscal Year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year Fiscal Year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements), all of which shall be certified by an Authorized a Financial Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 8.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing the Borrower’s Form 10-Q filed with the SEC.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), (x) the consolidated balance sheets of the Borrower and the Restricted Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated income statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 the applicable quarterly period, and commencing with the quarter ending March 31, 2021 setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the related period in the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)year, all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAPGAAP (except as noted therein), subject to changes resulting from audit normal year-end adjustments and normal the absence of footnotes, as required by GAAP and (y) a management’s discussion and analysis, in a form customary for private companies describing the financial condition and results of operations of the Borrower for the applicable fiscal quarter and for the period from the beginning of the then current fiscal year to the end audit adjustmentsof such fiscal quarter and the year to date and, commencing with the fiscal quarter ending March 31, 2021, as compared to amounts for the previous fiscal year.

Quarterly Financial Statements. As soon as available and in any event within 5 on or before the date that is 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to end of each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Borrower, the consolidated balance sheets sheet of the Borrower and the its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements statement of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated consolidated, balance sheet, for the last day of the prior fiscal year (or, or in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, its consolidated Subsidiaries on the other hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity operations and cash flows of the Borrower and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in all material respects accordance with GAAPGAAP (except as disclosed in the notes to such financing statements), subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and to the absence of footnotes and the inclusion of any explanatory note. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Xxxxxxx Group, (B) the Borrower’s or Xxxxxxx Group’s, as applicable, Form 10-Q filed with the SEC or (C) following an election by the Borrower pursuant to the definition of “GAAP”, the applicable financial statements shall be determined in accordance with IFRS; provided that, with respect to each of clauses (A) and (B), to the extent such information relates to Xxxxxxx Group, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Xxxxxxx Group on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a standalone basis (and, if different, the Borrower and the Restricted Subsidiaries), on the other hand.

Quarterly Financial Statements. As soon as available and in any event within 5 five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period) (provided, that, notwithstanding the foregoing, with respect to the fiscal quarter ending September 30, 2020, no later than December 4, 2020), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (orand, in lieu to the extent that Subsidiaries that are not Restricted Subsidiaries, have, when aggregated, Total Assets or revenues at the end of any such unaudited financial statements fiscal year equal to or greater than 5% of the Consolidated Total Assets or consolidated revenues of the Borrower and the Restricted SubsidiariesSubsidiaries on a consolidated basis on such date, a detailed unaudited reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the consolidated financial condition, results of operations, stockholders’ equity operations and cash flows flows, of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event Furnish Agent within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)fiscal quarter, the an unaudited balance sheet of Loan Parties and their Subsidiaries on a consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower consolidating basis and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated unaudited statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated 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 period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows flow of Loan Parties and their Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the Borrower fiscal year to the end of such quarter and its Subsidiaries for such quarter, prepared on a basis consistent with prior practices and complete and correct in accordance with GAAPall material respects, subject to changes resulting from audit normal and normal recurring year end audit adjustmentsadjustments that individually and in the aggregate are not material to the business of Loan Parties or their Subsidiaries. Each such balance sheet, statement of income and stockholders’ equity and statement of cash flow shall set forth a comparison of the figures for (a) the current fiscal period and the current year-to-date with the figures for the same fiscal period and year-to-date period of the immediately preceding fiscal year and (b) the projections for such fiscal period and year-to-date period delivered pursuant to Section 5.5(b) or Section 9.12, as applicable and shall be accompanied by an analysis and discussion of results prepared by senior management of Loan Parties with respect thereto, satisfactory to Agent. The financial statements shall be accompanied by a Compliance Certificate signed by a Responsible Officer of Administrative Loan Party, which shall state that, based on an examination sufficient to permit such Responsible Officer to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Loan Parties with respect to the events giving risk to such Default or Event of Default and, such Compliance Certificate shall have appended thereto calculations which set forth Loan Parties’ compliance with the requirements or restrictions imposed by Sections 6.8 and 7.6. The foregoing certificate shall also set forth a calculation of Quarterly Average Excess Availability for the purposes of determining the Applicable Margin with respect to the then current calculation period. Documents required to be delivered pursuant to Section 9.7 or Section 9.8 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website, xxx.xxx.xxx; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided, that with respect to the foregoing clauses (i) and (ii): (A) the Parent shall deliver paper copies of such documents to the Agent or any Lender upon its request to the Parent to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (B) the Parent shall notify the Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Quarterly Financial Statements. As soon as available and in any event within 5 days five (5) Business Days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 60 days after the end of each such quarterly accounting period), the consolidated balance sheets sheet of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period operations, shareholders’ equity and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting [CREDIT AGREEMENT] period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (orand, in lieu if more than 10% of Adjusted Consolidated Net Tangible Assets for such unaudited financial statements of the Borrower and the Restricted quarterly accounting period is attributable to Unrestricted Subsidiaries, a reasonably detailed reconciliation reconciliation, reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand, for such quarterly accounting period), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholdersshareholders’ equity and cash flows flows, of the Borrower and its consolidated Subsidiaries (or, in the case of such reconciliation, the Borrower and its Restricted Subsidiaries) in accordance with GAAP, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 Within 45 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each close of the first three quarterly accounting periods in each fiscal year of the Borrower Holdings (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), i) (x) the consolidated balance sheets sheet of the Borrower Parent and the its Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly accounting period and the related consolidated statements of operations for such quarterly accounting period income and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, retained earnings and the related consolidated 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, and in each case setting forth comparative consolidated figures for the related periods corresponding quarterly accounting period in the prior fiscal year or, and comparable budgeted figures for such quarterly accounting period as set forth in the case of such respective budget delivered pursuant to Section 9.01(e), (y) in a footnote to the consolidated balance sheet, for the last day sheet of the prior fiscal year (orParent and its Subsidiaries, in lieu quarterly unaudited condensed consolidated financial information of such Holdings and unaudited condensed unconsolidated financial statements information of the Borrower and for the Restricted Subsidiariessame periods, a detailed reconciliation reflecting such in addition to the financial information for required to comply with Rule 3-10 of Regulation S-X under the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)Securities Act, all of which shall be certified by an Authorized Officer the chief financial officer of the Borrower as Parent that they fairly presenting present in all material respects in accordance with GAAP the financial condition, condition of the Parent and its Subsidiaries as of the dates indicated and the results of operationstheir operations for the periods indicated, stockholders’ equity subject to normal year-end audit adjustments and cash flows the absence of footnotes, and (z) management’s discussion and analysis of the important operational and financial developments during such quarterly accounting period and (ii) the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarterly accounting period and the related 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 the chief financial officer of the Borrower that they fairly present in all material respects in accordance with GAAPGAAP the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to changes resulting from audit and normal year year-end audit adjustmentsadjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period)Fiscal Quarter that is not the end of a Fiscal Year, the consolidated balance sheets of the Borrower Consolidated Companies and the Subsidiaries and, if different, the Sterling Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period Fiscal Quarter presented on a consolidated basis and the related consolidated statements of operations income, retained earnings and cash flows of the Consolidated Companies and the Sterling Borrower for such quarterly accounting period Fiscal Quarter and for the elapsed portion of the fiscal year Fiscal Year ended with at the last day end of such quarterly periodFiscal Quarter, presented on a consolidated basis setting forth in each case in comparative form the figures for the corresponding quarter and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed corresponding portion of the fiscal year ended with Domestic Borrower's and the last day of such quarterly periodSterling Borrower's previous Fiscal Year and, and commencing January 1, 2002, setting forth in comparative consolidated form the figures for the related periods in corresponding quarter and the prior fiscal year or, in the case of such consolidated balance sheet, for the last day corresponding portion of the prior fiscal year (orConsolidated Companies' previous Fiscal Year, all in lieu reasonable detail, and certified by the chief financial officer of the Domestic Borrower that such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting present in all material respects the financial conditioncondition of the Consolidated Companies and the Sterling Borrower as at the end of such Fiscal Quarter on a consolidated basis, and the results of operationsoperations and statements of cash flows of the Consolidated Companies and the Sterling Borrower for such Fiscal Quarter and such portion of the Fiscal Year, stockholders’ equity in accordance with GAAP consistently applied (subject to normal year-end audit adjustments and the absence of certain footnotes). In addition, as soon as available and in any event within 40 days after the end of each month that is not the end of a Fiscal Quarter and within 45 days after the end of each month that is also the end of a Fiscal Quarter, balance sheets of the Consolidated Companies and the Sterling Borrower as at the end of such month presented on a consolidated basis and the related statements of income, retained earnings and cash flows of the Consolidated Companies and the Sterling Borrower for such month, all in reasonable detail, and its Subsidiaries certified by the chief financial officer of the Domestic Borrower that such financial statements fairly present in all material respects the financial condition of the Consolidated Companies and the Sterling Borrower as at the end of such month on a consolidated basis, and the results of operations and statements of cash flows of the Consolidated Companies and the Sterling Borrower for such month, in accordance with GAAP, GAAP consistently applied (subject to changes resulting from audit and normal year year-end audit adjustments.adjustments and the absence of certain footnotes);

Quarterly Financial Statements. As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC forty-five (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 calendar days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower first three fiscal quarters in each fiscal year, consolidated financial statements of NovaCare and the its Subsidiaries andand consolidated financial statements of NovaCare and its Subsidiaries (other than NovaCare Employee Services, if differentInc.) consolidating with NovaCare Employee Services, the Borrower and the Restricted SubsidiariesInc., in each case both cases, consisting of a balance sheet as at of the end of such quarterly period and the fiscal quarter, related consolidated statements of operations for such quarterly accounting period and income for the elapsed portion of fiscal quarter then ended and the fiscal year ended with the last day of through such quarterly period, date and the related consolidated statement statements of cash flows flows, for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of through such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand)date, all of which shall be in reasonable detail and certified (subject to normal year-end audit adjustments) by an Authorized the Chief Executive Officer, President or Chief Financial Officer of the Borrower NovaCare as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries having been prepared in accordance with GAAP, subject consistently applied, and setting forth in comparative form the respective financial statements (except for the balance sheets) for the corresponding date and period in the previous fiscal year. NovaCare may comply with this Section 8.01(m)(i) by delivering to changes resulting from audit the Banks certified copies of its Form 10-Q filed -56- 103 with the Securities and normal year end audit adjustmentsExchange Commission provided that the financial statements contained therein comply with the foregoing requirements. Without limiting the generality of the foregoing provisions of this subsection, but to further clarify the intent of the Borrower, the Agent and the Banks, for purposes of preparing the financial statements required by this subsection, it is agreed that the Loan Parties shall provide to the Agent and the Banks the required financial statements including the following: the required financial statements for NovaCare and its Subsidiaries (other than NovaCare Employee Services, Inc.) on a consolidated basis, the required financial statements for NovaCare Employee Services, Inc. on a consolidated basis, the required detailed GAAP eliminations with respect to the consolidating of NovaCare and its Subsidiaries (other than NovaCare Employee Services, Inc.) and NovaCare Employee Services, Inc. and the required financial statements for NovaCare and its Subsidiaries on a consolidated basis.