Common use of Quarterly Financial Statements Clause in Contracts

Quarterly Financial Statements. As soon as available and in any event 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 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), the consolidated balance sheets of Holdings and the Restricted 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event 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 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), the consolidated balance sheets of Holdings and the Restricted 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and commencing with the quarter ending September 30, 2019 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, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the 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 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 Holdings 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 Holdings the Borrower and the Restricted 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and and, commencing with the quarter ending August 1, 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, all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within five days (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 Holdings 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 Holdings the Borrower and the Restricted Subsidiaries Subsidiaries, as at the end of such quarterly period and the related consolidated statements of operations operations, equity 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations operations, equity and cash flows flows, of Holdings the Borrower and its Restricted consolidated Subsidiaries in accordance with GAAP (except as noted therein)GAAP, subject to changes resulting from normal year-end adjustments 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 five days after the date on which such financial statements are required to be filed Commencing 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 Holdings (orquarter ending July 1, if such financial statements are not required to be filed with the SEC2017, on or before the date that is 45 days (or, solely for the fiscal quarter ending July 1, 2017, 75 days or, solely for the fiscal quarter ending September 30, 2017, 60 days) after the end of each such quarterly accounting period)periods in each fiscal year of the Borrower, (i) the consolidated balance sheets of Holdings the Borrower and the its Restricted Subsidiaries as at the end of such quarterly period and detail, (ii) 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, period and (iii) the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of the applicable such quarterly period, and setting forth forth, in the case of such financial statements delivered after one full fiscal year has passed since the Closing Date, comparative consolidated and/or combined figures for the related corresponding periods in the prior fiscal year (to the extent such comparative presentation is permitted under GAAP) or, in the case of such consolidated balance sheet, for the last day of the related corresponding period in the prior fiscal year, all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event 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 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 of the first three fiscal quarters of any Fiscal Year (or, in the case of financial statements for the fiscal quarters ending December 31, 2017, March 31, 2018 and June 30, 2018, on or before the date that is 60 days after the end of such quarterly accounting periodfiscal quarter), the consolidated balance sheets of Holdings the Borrower and the Restricted Subsidiaries its consolidated 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 the applicable such quarterly period, and and, commencing with the fiscal quarter ended on March 31, 2019, setting forth comparative consolidated and/or combined 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 related period in the prior fiscal yearFiscal Year, all of which shall be (i) certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings the Borrower and its Restricted consolidated Subsidiaries (or Holdings or an indirect parent of the Borrower and its consolidated Subsidiaries, as the case may be) in accordance with GAAP (except as noted therein)in all material respects, subject to changes resulting from audit, normal year-end audit adjustments and the absence of footnotesfootnotes and (ii) accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As soon as available and in any event 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 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 (or 90 days for the third fiscal quarter of 2013 and the first fiscal quarter of 2014)) starting with the third fiscal quarter ending in 2013, the consolidated balance sheets of Holdings and the Restricted 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 the applicable such quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event 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 Holdings (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 Holdings and the Restricted 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 the elapsed portion of the fiscal year ended with the last day of the applicable such quarterly accounting period, and 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, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within five 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 Holdings Initial Borrower and its Consolidated Subsidiaries (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 Holdings and the Restricted Subsidiaries including Unrestricted Subsidiaries) 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) 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and in each case setting forth in comparative consolidated and/or combined 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 related period in preceding Fiscal Year (subject to normal recurring year-end audit adjustments) certified as to fairness of presentation, GAAP and consistency by the prior fiscal year, all of which shall be certified by an Authorized Chief Financial Officer of Holdings as the Initial Borrower; and all such financial statements to fairly presenting present in all material respects the financial condition, condition and results from operations of operations the entities and cash flows of Holdings for the periods specified and its Restricted Subsidiaries to be prepared in reasonable detail and in accordance with GAAP (except as noted therein)subject, subject in the case of interim statements, to changes resulting from normal year-end adjustments audit adjustments) applied consistently throughout the periods reflected therein and, if applicable, accompanied by a description of, and an estimation of the absence effect on the financial statements on account of, a change in the application of footnotesaccounting principles as provided in Section 1.3.

Quarterly Financial Statements. As soon as available and in any event within five 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 Subordinated Notes with respect to each of the first three quarterly accounting periods in each fiscal year of Holdings the Borrower (or, if such financial statements are not required to be filed with the SECSEC or delivered to the holders of the Senior Subordinated Notes, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets sheet of Holdings (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 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 the elapsed portion of the fiscal year ended with the last day of the applicable such quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)Borrower, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesaudit adjustments.

Quarterly Financial Statements. As soon as available and in any event 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 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 (60 days for the third fiscal quarter of 2013)), the consolidated balance sheets of Holdings and the Restricted 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 the applicable such quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event 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 With respect to each of the first three quarterly accounting periods in each fiscal year of Holdings (orthe Borrower, 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), the consolidated balance sheets of Holdings the Borrower and the Restricted Subsidiaries 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 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and 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, all of which shall be certified by an Authorized a Responsible Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations operations, shareholders’ equity and cash flows flows, of Holdings the Borrower and its Restricted consolidated Subsidiaries in accordance with GAAP (except as noted therein)GAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 6.01(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 available, and in any event within five days after no later than the earlier of (i) the date on which such financial statements are the Borrower is required to be filed with by the SEC (after giving effect to deliver its Form 10-Q for any permitted extensions) with respect to each fiscal quarter of the first three quarterly accounting periods in each fiscal year of Holdings Borrower and (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 ii) forty-five (45) days after the end of each such quarterly accounting period)of the fiscal quarters of the Borrower, a company-prepared Consolidated balance sheet of the Borrower and its consolidated balance sheets of Holdings and the Restricted Subsidiaries as at the end of such quarterly period and the related consolidated company-prepared Consolidated 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 the last day of such quarterly period, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and in each case setting forth in comparative consolidated and/or combined form the figures for the related corresponding period or periods in of the prior preceding fiscal year or(subject to normal recurring year-end audit adjustments). All such financial statements shall fairly present, in all material respects, the financial condition and results from operations of the entities for the periods specified, be prepared in reasonable detail and in accordance with GAAP (subject, in the case of such consolidated balance sheetinterim statements, for the last day of the related period in the prior fiscal year, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal recurring year-end adjustments audit adjustments) applied consistently throughout the periods reflected therein and be accompanied by a description of, and an estimation of the absence effect on the financial statements on account of, a change in the application of footnotesaccounting principles as provided in Section 1.3.

Quarterly Financial Statements. As soon as available and but in any event within five days no later than the earlier of (i) 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 end of each of the first three quarterly accounting periods in fiscal quarters of each fiscal year of Holdings the Borrower and (or, if such financial statements are not ii) the date that is three (3) Business Days after the Borrower's quarterly report on Form 10-Q is required to be filed with the SEC, either (i) a copy of a report on Form 10-Q, or before any successor form, and any amendments thereto, filed by the date that is 45 days after Borrower with the end of each such quarterly accounting period), SEC with respect to the immediately preceding fiscal quarter or (ii) an unaudited consolidated balance sheets sheet of Holdings the Borrower and the Restricted its Subsidiaries as at of the end close of such quarterly period fiscal quarter and the related unaudited consolidated statements of operations for such quarterly accounting period income, Shareholders' Equity and cash flows for the elapsed fiscal quarter then ended and that portion of the fiscal year ended with then ended, including the last day of such quarterly periodnotes thereto, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and all in reasonable detail setting forth in comparative consolidated and/or combined form the corresponding 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 related period end of) 63 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 prior fiscal yearapplication of accounting principles and practices during the period, all of which shall be and certified by an Authorized a Responsible Officer of Holdings as the Borrower to present fairly presenting in all material respects the financial condition, condition of the Borrower and its Subsidiaries as of their respective dates and the results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)for the respective periods then ended, subject to changes resulting from normal year-year end adjustments and the absence of footnotesadjustments.

Quarterly Financial Statements. As soon as available and in any event within five 40 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 every quarterly accounting periods period in each fiscal year of Holdings FairPoint (orprovided that such 40 day period shall be extended to 45 days if FairPoint is not subject to the SEC’s large accelerated filer filing requirements and such 40 or 45 day period, as applicable, shall be extended an additional 5 days if such financial statements are not required to be FairPoint has filed a Form 12b-25 with the SEC, on or before SEC extending the date of the filing of the Quarterly Report on Form 10-Q due on such 40th or 45th day, as applicable; provided, further, that is 45 days after (x) with respect to the end of each such quarterly accounting periodperiod ended December 31, 2009, such period shall be extended to March 30, 2010 and (y) with respect to the quarterly accounting period ended March 31, 2010, such period shall be extended to June 15, 2010), (i) the consolidated balance sheets sheet of Holdings FairPoint and the Restricted Subsidiaries its Subsidiaries, as at the end of such quarterly period period, and the related consolidated statements of operations 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 (ii) consolidated balance sheets of each Intermediary Holding Company and its Subsidiaries, as at the end of such quarterly period, and the related consolidated statements of operations 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 case of cash flows for the elapsed portion each of the fiscal year ended with the last day of the applicable quarterly periodclauses (i) and (ii), and 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, all of which shall be in reasonable detail and certified by an Authorized Officer the chief financial officer or controller of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)FairPoint, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesaudit adjustments.”

Quarterly Financial Statements. As soon as available available, and in any event within 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 fiscal year quarters of Holdings the Borrower, (ori) a consolidated and consolidating balance sheet and income statement of the Credit Parties and their Subsidiaries, 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 as of each such quarterly accounting period), the consolidated balance sheets of Holdings and the Restricted Subsidiaries as at the end of such quarterly period fiscal quarter, together with related consolidated and the related consolidating statements of operations and consolidated statements of operations for such quarterly accounting period retained earnings 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 fiscal quarter in each case setting forth in comparative form consolidated and consolidating figures for (A) the elapsed portion corresponding period of the preceding fiscal year ended with and (B) management's proposed budget for such period, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the last day Administrative Agent (it being understood that delivery of the applicable quarterly periodBorrower's Form 10-Q shall be sufficient for meeting this requirement), and 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 accompanied by a certificate of the related period in chief financial officer of the prior fiscal year, all of which shall be certified by an Authorized Officer of Holdings as Borrower to the effect that such quarterly financial statements fairly presenting present in all material respects the financial condition, results condition of operations the Credit Parties and cash flows of Holdings their Subsidiaries and its Restricted Subsidiaries have been prepared in accordance with GAAP (except as noted therein)GAAP, subject to changes resulting from audit and normal year-end adjustments audit adjustments, (ii) company-prepared consolidated and the absence consolidating statements of footnotesoperations for such fiscal quarter setting forth in comparative form consolidated and consolidating figures for management's proposed budget for such period and (iii) a management discussion and analysis of operating results for such fiscal quarter.

Quarterly Financial Statements. As soon as available and in any event within five days (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 Holdings 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 Holdings the Borrower and the Restricted Subsidiaries as at the end of such quarterly period and the related consolidated statements of operations operations, shareholders’ equity 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations operations, shareholders’ equity and cash flows flows, of Holdings the Borrower and its Restricted consolidated Subsidiaries in accordance with GAAP (except as noted therein)GAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within Within 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 each close of the first three (3) quarterly accounting periods in each fiscal year of Holdings the Borrower (or, if such financial statements are not required to be filed commencing with the SEC, on or before the date that is 45 days after the end of each such its quarterly accounting periodperiod ending on June 30, 2001), (i) the consolidated balance sheets sheet of Holdings the Borrower and the Restricted its Subsidiaries 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 for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, (ii) the consolidated statements of income attributable to each of Traditional Messaging Services and the related consolidated statement of cash flows Advanced Messaging Services for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of the applicable such quarterly accounting period, in each case in respect of clauses (i) and (ii) above setting forth comparative consolidated and/or combined figures for the related periods in the prior fiscal year or, in the case of and comparable budgeted figures for such consolidated balance sheet, for the last day of the related period in the prior fiscal yearquarterly accounting period, all of which shall be certified by an Authorized the Chief Financial Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)Borrower, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes, (iii) management's discussion and analysis of the material operational and financial developments during such quarterly accounting period, and (iv) a certification of the number of (x) Advanced Messaging Units and (y) other wireless messaging devices in service by the Borrower, in each case on the last day of such quarterly accounting period.

Quarterly Financial Statements. As soon as available and in any event 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 Holdings (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 fiscal quarter of each fiscal year, includingother than the fourth fiscal quarter of each fiscal year (or, in the case of (x) the fiscal quarter during which the Closing Date occurs, 120 days after the end of such quarterly accounting periodfiscal quarter and (y) the first three full fiscal quarters after the fiscal quarter during which the Closing Date occurs, 90 days after the end of such fiscal quarter), the consolidated balance sheets sheet of Holdings the Borrower and the its consolidated Restricted Subsidiaries 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 the elapsed portion of the fiscal year ended with the last day of the applicable such quarterly period, and 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, all in reasonable detail and all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations operations, shareholders’ equity and cash flows of Holdings 140 the Borrower and its consolidated Restricted Subsidiaries in accordance with GAAP (except as noted thereinother than with respect to potential non-cash adjustments described in Schedule 8.9), subject to changes resulting from audit and normal year-end audit adjustments and to the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event 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 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), the consolidated balance sheets of Holdings and the Restricted 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and commencing with the quarter ending September 30, 2023 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, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the 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 Original Transactions, as required by GAAP.

Quarterly Financial Statements. As soon as available and in any event 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 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), the consolidated balance sheets of Holdings and the Restricted 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotes. (c). [Reserved]. (d).

Quarterly Financial Statements. As soon as available and in any event 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 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 periodfiscal quarter), the consolidated balance sheets sheets, and to the extent not publicly available, accompanied by a customary management’s discussion and analysis of Holdings and the Restricted Subsidiaries in a form identical to the management’s discussion and analysis delivered for the Senior Notes 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 the applicable such quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within forty-five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of 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 periodfiscal quarter of the Loan Parties commencing with the first fiscal quarter ending after the Closing Date, balance sheets (which are to be consolidated, if applicable), the consolidated balance sheets statements of Holdings operations and the Restricted retained earnings and statements of cash flows of Borrower and its Subsidiaries as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period quarter, and for the elapsed portion period commencing at the end of the fiscal year ended immediately preceding Fiscal Year and ending with the last day end of such quarterly periodquarter, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and setting forth in each case in comparative consolidated and/or combined form the figures for the related periods corresponding date or period set forth in (A) the prior fiscal year or, in the case of such consolidated balance sheet, financial statements for the last day of immediately preceding Fiscal Year and (B) the related period in the prior fiscal yearProjections, all of which shall be in reasonable detail and certified by an Authorized the Chief Financial Officer of Holdings Borrower as fairly presenting presenting, in all material respects respects, the financial condition, position of the Loan Parties as of the end of such quarter and the results of operations and cash flows of Holdings the Loan Parties for such quarter and its Restricted Subsidiaries for such year-to-date period, in accordance with GAAP (except as noted therein)applied in a manner consistent with that of the most recent audited financial statements of Borrower and its Subsidiaries furnished to the Lenders, subject to changes resulting from the absence of footnotes and normal year-end adjustments and the absence of footnotes.adjustments;

Quarterly Financial Statements. As soon as available and in any event 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 Holdings (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 fiscal quarter of each fiscal year, including the fourth fiscal quarter of each fiscal year (or, in the case of (x) the fiscal quarter during which the Closing Date occurs, 120 days after the end of such quarterly accounting periodfiscal quarter and (y) the first three full fiscal quarters after the fiscal quarter during which the Closing Date occurs, 90 days after the end of such fiscal quarter), the consolidated balance sheets sheet of Holdings the Borrower and the its consolidated Restricted Subsidiaries 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 the elapsed portion of the fiscal year ended with the last day of the applicable such quarterly period, and 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, all in reasonable detail and all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations operations, shareholders’ equity and cash flows of Holdings the Borrower and its consolidated Restricted Subsidiaries in accordance with GAAP (except as noted thereinother than with respect to potential non-cash adjustments described in Schedule 8.9), subject to changes resulting from audit and normal year-end audit adjustments and to the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event 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 Holdings 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 Holdings the Borrower and the Restricted 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and and, commencing with the quarter ending August 1, 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, all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotes.. (c)

Quarterly Financial Statements. As soon as Promptly once available and in any event within five on or before the date that is 45 days after the date on which such financial statements are required to be filed with end of each quarterly accounting period (or 60 days for the SEC (first fiscal quarter of the Parent Borrower ending after giving effect to any permitted extensionsthe Closing Date) of the Parent Borrower ending after the Closing Date, with respect to each of the first three quarterly accounting periods in each fiscal year of 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)year, the consolidated balance sheets sheet of Holdings the Parent Borrower and the its Restricted 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings the Parent Borrower and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotes, as required by GAAP, together with a management’s discussion and analysis of financial information.

Quarterly Financial Statements. As soon as available and in any event 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 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 of the first three fiscal quarters of any Fiscal Year (or, in the case of financial statements for the fiscal quarters ending December 31, 2017, March 31, 2018 and June 30, 2018, on or before the date that is 60 days after the end of such quarterly accounting periodfiscal quarter), the consolidated balance sheets of Holdings the Borrower and the Restricted Subsidiaries its consolidated 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 the applicable such quarterly period, and and, commencing with the fiscal quarter ended on March 31, 2019, setting forth comparative consolidated and/or combined 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 related period in the prior fiscal yearFiscal Year, all of which shall be (i) certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings the Borrower and its Restricted consolidated Subsidiaries (or Holdings or an indirect parent of the Borrower and its consolidated Subsidiaries, as the case may be) in accordance with GAAP (except as noted therein)in all material respects, subject to changes resulting from audit, normal year-end audit 117 adjustments and the absence of footnotesfootnotes and (ii) accompanied by a Narrative Report with respect thereto.

Quarterly Financial Statements. As soon as available and in any event within 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 fiscal year of Holdings the Borrower (or, if such financial statements are not required subject to be filed with extension in the SEC, on or before the date that is 45 days after the end event of each such quarterly accounting periodan SEC 12b-25 filing), (i) the consolidated balance sheets of Holdings the Borrower and the Restricted its Consolidated Subsidiaries as at of the end of such quarterly period quarter and the related consolidated statements of operations and statements of cash flows for such quarterly accounting period quarter and for the elapsed portion of the fiscal year ended with the last day of such quarterly periodquarter and setting forth in the statements of operations only, the comparative figures for the corresponding quarter in the prior fiscal year and the budgeted figures for such quarter as set forth in the respective budget delivered pursuant to Section 8.01(d), (ii) the consolidating balance sheets of each of the Borrower’s Subsidiaries as of the end of such quarter and the related consolidated statement consolidating statements of operations and consolidating statements of cash flows for such quarter and for the elapsed portion of the fiscal year ended with the last day of the applicable quarterly periodsuch quarter, and in each case setting forth in the statements of operations only, the comparative consolidated and/or combined figures for the related periods corresponding quarter in the prior fiscal year or, and the budgeted figures for such quarter as set forth in the case of such consolidated balance sheetrespective budget delivered pursuant to Section 8.01(d), for the last day and (iii) management’s discussion and analysis of the related important operational and financial developments during such quarterly period in respect of the prior fiscal year, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings Borrower and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotesSubsidiaries.

Quarterly Financial Statements. As soon as available and in any event within five On or before the date that is 60 days (or, solely for the fiscal quarter ending July 31, 2015, 90 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 Holdings 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) the consolidated balance sheets of Holdings and the Restricted Borrower its Subsidiaries as at the end of such quarterly period and period, (ii) 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, period and (iii) the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of the applicable such quarterly period, and setting forth forth, in the case of such financial statements delivered after one full fiscal year has passed since the Closing Date, comparative consolidated and/or combined figures for the related corresponding periods in the prior fiscal year (to the extent such comparative presentation is permitted under GAAP) or, in the case of such consolidated balance sheet, for the last day of the related corresponding period in the prior fiscal year, all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotes, together with a customary management discussion and analysis of the Borrower and its Restricted Subsidiaries’ financial condition and results of operations.

Quarterly Financial Statements. As soon as available and in any event within five 50 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 Holdings year, (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 Holdings and the Restricted its Subsidiaries as at the end of such quarterly period and the related consolidated statements of operations income and retained earnings 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, period and setting forth comparative consolidated and/or combined figures for the related periods in the prior fiscal year or, and the budgeted figures for such quarterly period as set forth in the case of such consolidated balance sheet, for the last day respective budget delivered pursuant to Section 8.01(e) and (ii) management's discussion and analysis of the related period in the prior fiscal yearimportant operational and financial developments during such quarterly period, all of which shall be certified by an Authorized Officer Representative of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)Holdings, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes. If Holdings has designated any Unrestricted Subsidiaries hereunder, then the quarterly financial information required by this Section 8.01(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 Unrestricted Subsidiaries of Holdings separate from the financial condition and results of operations of Holdings and its Subsidiaries.

Quarterly Financial Statements. As soon as available and in any event 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 Holdings (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 fiscal quarter of each fiscal year, including the fourth fiscal quarter of each fiscal year (or, in the case of (x) the fiscal quarter during which the Closing Date occurs, 120 days after the end of such quarterly accounting periodfiscal quarter and (y) the first three full fiscal quarters after the fiscal quarter during which the Closing Date occurs, 90 days after the end of such fiscal quarter), the consolidated balance sheets sheet of Holdings the Borrower and the its consolidated Restricted Subsidiaries 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 the elapsed portion of the fiscal year ended with the last day of the applicable such quarterly period, and 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, all in reasonable detail and all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations operations, shareholders’ equity and cash flows of Holdings the Borrower and its consolidated Restricted Subsidiaries in accordance with GAAP (except as noted thereinother than with respect to potential non-cash adjustments described in Schedule 8.9), subject to changes resulting from audit and normal year-end audit adjustments and to the absence of footnotes.. (c) [Reserved]. (d)

Quarterly Financial Statements. As soon as available and in any event within five 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 Holdings 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 Holdings the Borrower and the Restricted Subsidiaries 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings the Borrower and its the Restricted Subsidiaries in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available available, and in any event 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 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 of the quarters of each fiscal year of Holdings, beginning with the fiscal quarter ending September 30, 2000, either (i) a copy of the Form 10-Q (including all financial statements contained therein) filed by Holdings as of the end of and for such quarterly accounting period)fiscal quarter then ended, together with consolidating schedules for the Borrower with respect to the balance sheet and statement of operations, or (ii) a copy of the unaudited consolidated balance sheets sheet of Holdings and its Subsidiaries (including, without limitation, the Restricted Subsidiaries Borrower) as at of the end of such quarterly period quarter and the related consolidated statements of operations for such income or operations, shareholders' equity and cash flows and quarterly accounting period and operating budgets for the elapsed portion of period commencing on the fiscal year ended with first day and ending on the last day of such quarter, together with unaudited consolidating schedules for the Borrower with respect to each of such financial statements (other than the cash flow) and consolidated quarterly periodoperating budgets, in each case setting forth in comparative form the information or figures and quarterly operating budget figures, respectively, for (or as of the end of) the corresponding period of the preceding fiscal year (other than with respect to the operating budget for which only the current year operating budget will be provided), and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and 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, all of which shall be certified by an Authorized appropriate Responsible Officer of Holdings as fairly presenting presenting, in all material respects accordance with GAAP, the financial condition, position and the results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted thereinincluding, without limitation, the Borrower), subject to changes resulting from normal except for year-end adjustments and the absence of footnotes.financial statement footnotes required by GAAP;

Quarterly Financial Statements. As soon as available and in any event within forty-five days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions45) with respect to each of the first three quarterly accounting periods in each fiscal year of 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)fiscal quarter of the Borrower, a company-prepared Consolidated and consolidating balance sheet of the consolidated balance sheets of Holdings Borrower and the Restricted its Consolidated Subsidiaries as at the end of such quarterly period and the related consolidated company-prepared Consolidated and consolidating statements of operations income, cash flows and retained earnings for the Borrower 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 the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and in each case setting forth in comparative consolidated and/or combined form the figures for the related corresponding period or periods of the preceding fiscal year and the figures for the corresponding period or periods as set forth in the prior fiscal year or, in the case of most recent budget delivered pursuant to Section 5.1(c) (subject to normal recurring year-end audit adjustments); all such consolidated balance sheet, for the last day of the related period in the prior fiscal year, all of which shall be certified by an Authorized Officer of Holdings as financial statements to fairly presenting present in all material respects the financial condition, condition and results from operations of operations the entities and cash flows of Holdings for the periods specified and its Restricted Subsidiaries to be prepared in reasonable detail and in accordance with GAAP (except as noted therein)subject, subject in the case of interim statements, to changes resulting from normal recurring year-end adjustments audit adjustments) applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of the absence effect on the financial statements on account of, a change in the application of footnotesaccounting principles as provided in Section 1.3.

Quarterly Financial Statements. As soon as available and in any event within five On or prior to the earlier of (i) the date that is 50 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 Holdings the Borrower commencing with the quarterly accounting period ended June 30, 2021 and (or, if such financial ii) date the following statements are not would have been required to be filed with under the rules and regulations of the SEC, on or before giving effect to any extension available for the date that is 45 days after filing of such statements, commencing with the end of each such quarterly accounting period)fiscal quarter ending June 30, 2021, the consolidated balance sheets sheet of Holdings the Borrower and the its Restricted 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries as at such date and for such periods in accordance with GAAP (except as noted therein), subject to changes resulting from normal year-end adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event 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 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 periodfiscal quarter), the consolidated balance sheets sheets, and to the extent not publicly available, accompanied by a customary management’s discussion and analysis of Holdings and the Restricted Subsidiaries in a form identical to the management’s discussion and analysis delivered for the Senior Notes 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 the applicable such quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes.. 143

Quarterly Financial Statements. As soon as available and but in any event within five days no later than the earlier of (i) 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 end of each of the first three quarterly accounting periods in fiscal quarters of each fiscal year of Holdings the Borrower and (or, if such financial statements are not ii) the date that is three (3) Business Days after the Borrower’s quarterly report on Form 10-Q is required to be filed with the SEC, either (i) a copy of a report on Form 10-Q, or before any successor form, and any amendments thereto, filed by the date that is 45 days after Borrower with the end of each such quarterly accounting period), SEC with respect to the immediately preceding fiscal quarter or (ii) an unaudited consolidated balance sheets sheet of Holdings the Borrower and the Restricted its Subsidiaries as at of the end close of such quarterly period fiscal quarter and the related unaudited consolidated statements of operations for such quarterly accounting period income, Shareholders’ Equity and cash flows for the elapsed fiscal quarter then ended and that portion of the fiscal year ended with then ended, including the last day of such quarterly periodnotes thereto, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and all in reasonable detail setting forth in comparative consolidated and/or combined form the corresponding 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 related period end of) 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 prior fiscal yearapplication of accounting principles and practices during the period, all of which shall be and certified by an Authorized a Responsible Officer of Holdings as the Borrower to present fairly presenting in all material respects the financial condition, condition of the Borrower and its Subsidiaries as of their respective dates and the results of operations and cash flows of Holdings the Borrower and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)for the respective periods then ended, subject to changes resulting from normal year-year end adjustments and the absence of footnotesadjustments.

Quarterly Financial Statements. As soon as available and in any event within five days (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 Holdings the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 sixty (60) days after the end of each such quarterly accounting period), the consolidated balance sheets sheet of Holdings the Borrower and the Restricted its Subsidiaries as at the end of such quarterly period and the related consolidated statements of operations operations, shareholders’ equity 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 the elapsed portion of the fiscal year ended with the last day of the applicable quarterly period, and 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, all of which shall be certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations operations, shareholders’ equity and cash flows flows, of Holdings the Borrower and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)GAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes.

Quarterly Financial Statements. As soon as available and in any event within five days after on or before the date on which such financial statements are required to be filed with the SEC (after giving effect or, if such financial statements are not required to any permitted extensionsbe so filed, no later than 45 days following the end of the fiscal quarter) with respect to each of the first three quarterly accounting periods in each fiscal year of 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)Borrower, the consolidated balance sheets sheet of Holdings (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 the elapsed portion of the fiscal year ended with the last day of the applicable such quarterly period, and 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 yearyear and comparative consolidated figures from the budget for such periods previously provided to the Administrative Agent pursuant to Section 9.1(e), together with a written analysis in reasonable detail by an Authorized Officer of the Borrower discussing material variances from such figures, all of which shall be certified by an Authorized Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (except as noted therein)Borrower, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesaudit adjustments.

Quarterly Financial Statements. As soon as available and in any event 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 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 of the first three fiscal quarters of any Fiscal Year (or, in the case of financial statements for the fiscal quarters ending December 31, 2017, March 31, 2018 and June 30, 2018, on or before the date that is 60 days after the end of such quarterly accounting periodfiscal quarter), the consolidated balance sheets of Holdings the Borrower and the Restricted Subsidiaries its consolidated 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 the applicable such quarterly period, and and, commencing with the fiscal quarter ended on March 31, 2019, setting forth comparative consolidated and/or combined 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 related period in the prior fiscal yearFiscal Year, all of which shall be (i) certified by an Authorized Officer of Holdings the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings the Borrower and its Restricted consolidated Subsidiaries (or Holdings or an indirect parent of the Borrower and its consolidated Subsidiaries, as the case may be) in accordance with GAAP (except as noted therein)in all material respects, subject to changes resulting from audit, normal year-end audit 126 adjustments and the absence of footnotesfootnotes and (ii) accompanied by a Narrative Report with respect thereto.