Common use of Quarterly Financial Statements Clause in Contracts

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law practicable and not no later than 45 days 14 Business Days after the quarterly close period, the Company will deliver to Cellectis drafts of (A) the consolidated financial statements of the Company Group (and notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of the Company the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP or IFRS (oras applicable), in the case and (B) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Company Group’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject however, that the Company will deliver such information at such earlier time upon Cellectis written request with 30 days’ notice resulting from Cellectis’ determination to normal year-end audit adjustments and accelerate the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as timing of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each filing or furnishing of its Subsidiaries file their financial statements with the SEC and/or Commission. The information set forth in (A) and (B) above is referred to in this Agreement as the “Quarterly Financial Statements.” No later than five Business Days prior to the date the Company publicly files the Quarterly Financial Statements with the Commission or otherwise makes such Quarterly Financial Statements publicly available, the Company will deliver to Cellectis the final form of the Company Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of the Company in substantially the forms required under Commission rules for periodic reports and in form and substance satisfactory to Cellectis, including for purposes of Cellectis to prepare reconciliations with respect to its financial statements; provided, however, that the Company may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by the Company to Cellectis as soon as practicable, and in any event within eight hours of making any such corrections or changes; provided, further, that Cellectis’ and the Company’s financial representatives will actively consult with each other regarding any changes (whether or not substantive) which the Company may consider making to its Quarterly Financial Statements and related disclosures during the five Business Days immediately prior to any anticipated filing by the Company with the Commission, with particular focus on any changes which would have an effect upon Cellectis’ financial statements available or related disclosures. In addition to potential holders the foregoing, no Quarterly Financial Statement or any other document which refers, or contains information not previously publicly disclosed with respect to the ownership of their 144A securitiesthe Company by Cellectis or the IPO and transactions contemplated by this Agreement and the Ancillary Agreements following the Effective Date, andwill be filed with the Commission or otherwise made public by any Company Group member without the prior written consent of Cellectis, accordinglywhich consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Section 7.01(d), the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along Company will not file its Quarterly Financial Statements with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws Commission unless otherwise required by applicable Law or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available approved by press release or public filing with the SECCellectis.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 Deliver to Agent within forty-five (45) days after the end of each fiscal quarter, unaudited balance sheets of Parent and its Subsidiaries on a consolidated and consolidating basis and unaudited statements of income, stockholders’ equity, and cash flow of Parent and its Subsidiaries on a consolidated and consolidating basis reflecting results of operations from the beginning of the first three Fiscal Quarters fiscal year to the end of each Fiscal Year such quarter and for such quarter and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year and the budget delivered pursuant to Section 9.12 hereof, which such financial statements shall be true, complete and correct in all material respects and fairly present, in all material respects, the financial position of Parent and its Subsidiaries on a consolidated and consolidating basis as of the Borrowerdate thereof and the results of operations for Parent and its Subsidiaries on a consolidated and consolidating basis for such fiscal quarter and year-to-date period and prepared in accordance with GAAP applied on a basis consistent with prior practices, its and in reasonable detail, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to Loan Parties’ business. The reports shall be accompanied by a Compliance Certificate, as well as (i) consolidated balance sheet a management discussion and related statements analysis (with reasonable detail and specificity) of operationsthe results of operations for the fiscal periods reported, stockholders’ equity and cash flows (ii) a calculation of the Available Amount as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearfiscal quarter, 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (iiiii) its unaudited balance sheet, income statement and related statement a calculation of cash flows Total Net Leverage as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statementssuch fiscal quarter, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form (iv) a calculation of Senior Net Leverage as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each end of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx such fiscal quarter and (2v) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders a calculation of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning EBITDA as of the federal securities laws or (y) make end of such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECfiscal quarter.

Quarterly Financial Statements. As soon as availableFor each quarterly accounting period after the Contribution Closing, but WhiteWave shall use commercially reasonable efforts to comply with Xxxx Foods’ standard financial reporting timeline for the provision of consolidated financial information and financial statements to be included in any event Xxxx Foods’ Form 10-Q or other document to be filed with the SEC. Such information and financial statements shall be provided for all periods required by the Exchange Act and regulations thereunder and shall be prepared in accordance with then applicable law Article 10 of Regulation S-X and not later than 45 days after the end of each GAAP and shall include a discussion and analysis by management of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such 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 one of its Financial Officers as presenting fairly in all material respects the WhiteWave Group’s financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, for such fiscal periods prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K. The information set forth in (A) and (B) above is referred to in this Agreement as the “Quarterly Financial Statements.” In accordance with Xxxx Foods’ standard financial reporting timeline, subject WhiteWave shall use commercially reasonable efforts to normal year-end audit adjustments deliver to Xxxx Foods the final form of the WhiteWave Quarterly Financial Statements and certifications thereof by the principal executive officer and the absence principal financial officer of footnotes WhiteWave in substantially the forms required under SEC rules for periodic reports and in form and substance satisfactory to Xxxx Foods; provided, however, that WhiteWave may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections, updates and changes which corrections, updates and changes shall (i) if substantive, be delivered by WhiteWave to Xxxx Foods as soon as practicable, and in any event not less than twenty-four (24) hours prior to the filing of such Quarterly Financial Statements with the SEC and (ii) in all other cases, be delivered by WhiteWave to Xxxx Foods as soon as practicable, and in any event, within eight (8) hours, after making any such corrections, updates or changes; provided, further, that Xxxx Foods’ and WhiteWave’s financial Representatives shall actively consult with each other regarding any changes (whether or not substantive) which WhiteWave may consider making to its unaudited balance sheet, income statement Quarterly Financial Statements and related statement disclosures prior to any anticipated filing with the SEC, with particular focus on any changes that would have an effect upon Xxxx Foods’ financial statements or related disclosures. In addition to the foregoing, no Quarterly Financial Statement or any other document that refers, or contains information not previously publicly disclosed with respect, to the ownership of cash flows as WhiteWave by Xxxx Foods, the separation of WhiteWave from Xxxx Foods or the Distribution shall be filed with the SEC or otherwise made public by any WhiteWave Group Member without the prior written consent of Xxxx Foods, which shall not be unreasonably withheld, conditioned or delayed. Xxxx Foods and WhiteWave shall cooperate with each other and use commercially reasonable efforts to file their respective quarterly reports on the same day; provided, however, that the foregoing requirement shall not apply to the first quarterly reporting period of WhiteWave following the IPO if WhiteWave is not required by the Exchange Act to file its Form 10-Q for such period within forty-five (45) days of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECquarter.

Quarterly Financial Statements. As soon as available, but practicable and in any event in accordance with then applicable law and not later than 45 within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the end of each of the first three Fiscal Quarters fiscal quarter of each Fiscal Year (other than the last fiscal quarter of any such Fiscal Year), an unaudited Consolidated balance sheet of the Borrower, Borrower and its (i) consolidated balance sheet Subsidiaries as of the close of such fiscal quarter and related unaudited Consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal quarter, and a report containing management’s discussion and analysis of such financial statements for such fiscal quarter and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the balance sheeteffect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, as and certified by the chief financial officer or chief executive officer of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and for the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedrespective periods then ended, subject to normal year-end audit adjustments and adjustments. Delivery by the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as Borrower to the Administrative Agent of the end of and for Borrower’s quarterly report to the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, SEC on Form 10–Q with respect to any Unrestricted Subsidiariesfiscal quarter, or the availability of such report on XXXXX Online or the Borrower’s website on the Internet at the website address listed in such form as would be presentable Section 13.1 (to the auditors extent such report complies with the requirements of this clause (a)), within the Borrower. The Borrower represents and warrants that period specified above shall be deemed to be compliance by the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under this Section 8.01(a) and Section 8.01(b7.1(a), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as availablepracticable, but and in any event in accordance with then applicable law and not no later than 45 the earlier of (x) ten business (10) days after prior to the end of date on which Freescale is required to file a Form 10-Q or other document containing Quarterly Financial Statements (as defined below) with the SEC for each of the first three Fiscal Quarters (3) fiscal quarters in each fiscal year of each Fiscal Year Freescale and (y) five business (5) days prior to the date on which Motorola has notified Freescale that Motorola intends to file its Form 10-Q or other document containing quarterly financial statements with the SEC, Freescale will deliver to Motorola drafts of (A) the consolidated financial statements of the Borrower, its Freescale Group (iand notes thereto) consolidated balance sheet for such periods and related statements for the period from the beginning of operations, stockholders’ equity and cash flows as of the current fiscal year to the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of Freescale the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (or, in the case B) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Freescale Group’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject however, that Freescale will deliver such information at such earlier time upon Motorola’s written request with thirty (30) days’ notice resulting from Motorola’s determination to normal year-end audit adjustments and accelerate the absence timing of footnotes the filing of its financial statements with the SEC. The information set forth in (A) and (iiB) above is referred to in this Agreement as the “Quarterly Financial Statements.” No later than the earlier of (x) three (3) Business Days prior to the date Freescale publicly files the Quarterly Financial Statements with the SEC or otherwise makes such Quarterly Financial Statements publicly available or (y) three (3) Business Days prior to the date on which Motorola has notified Freescale that Motorola intends to file the Motorola quarterly financial statements with the SEC, Freescale will deliver to Motorola the final form of the Freescale Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Freescale in substantially the forms required under SEC rules for periodic reports and in form and substance satisfactory to Motorola; provided, however, that Freescale may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Freescale to Motorola as soon as practicable, and in any event within eight (8) hours thereafter; provided, further, that Motorola’s and Freescale’s financial Representatives will actively consult with each other regarding any changes (whether or not substantive) which Freescale may consider making to its unaudited balance sheet, income statement Quarterly Financial Statements and related statement of cash flows as of disclosures during the end of and for two (2) Business Days immediately prior to any anticipated filing with the Fiscal Quarter most recently ended SEC, with particular focus on any changes which provides consolidating statementswould have an effect upon Motorola’s financial statements or related disclosures. In addition to the foregoing, including statements demonstrating eliminating entriesno Quarterly Financial Statement or any other document which refers, if any, or contains information not previously publicly disclosed with respect to the ownership of Freescale by Motorola, the separation of Freescale from Motorola or the Distribution will be filed with the SEC or otherwise made public by any Unrestricted Subsidiaries, in such form as would be presentable Freescale Group member without the prior written consent of Motorola. Notwithstanding anything to the auditors of contrary in this Section 5.1(a)(iv), Freescale will file its Quarterly Financial Statements with the Borrower. The Borrower represents and warrants SEC on the same date that Motorola files the Borrower and each of its Subsidiaries file their Motorola quarterly financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available unless otherwise required by press release or public filing with the SECapplicable law.

Quarterly Financial Statements. (i) As soon as available, but in any event in accordance with then applicable law reasonably practicable and not no later than 45 15 days after 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(B)(ii)(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(B)(i) or (ii)(y) or (z) above, the Company will deliver to Roivant and its Representatives reasonably complete drafts of (A) the consolidated financial statements of the Company (and notes thereto) for the quarterly periods and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of the Company the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and GAAP and (or, in the case B) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Company’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable)any off-balance sheet transactions, on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K. The information set forth in (A) and (B) above is referred to in this Agreement as the “Quarterly Financial Statements”. As soon as reasonably possible and no later than 5 days before the date by which Roivant is required to file a quarterly report on Form 10-Q, the Company will deliver to Roivant and its Representatives the final form of the Quarterly Financial Statements; provided, however, that the Company may continue to revise such Quarterly Financial Statements prior to its filing thereof in order to make corrections, updates and changes, which corrections, updates and changes, if substantive, will be delivered by the Company to Roivant as soon as reasonably possible. At Roivant’s request, the Company’s Representatives will consult and discuss with Roivant’s Representatives any such corrections, updates and changes. To the extent that the fiscal year of Roivant is not the same as the fiscal year of the Company or Roivant is not subject to normal yearreporting obligations under Section 13(a) or 15(d) of the Exchange Act, the obligation to deliver Quarterly Financial Statements before the date by which Roivant is required to file its quarterly report on Form 10-end audit adjustments and Q shall be determined based on the absence of footnotes and date by which the Company is required to file its quarterly report on Form 10-Q. (ii) its unaudited balance sheet, income statement As soon as reasonably practicable and related statement of cash flows as of no later than 45 days after the end of its fiscal year, the Company will deliver to Roivant and its Representatives its consolidated financial statements (and notes thereto) for the Fiscal Quarter most recently ended which provides consolidating statementslast quarter of its fiscal year, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, setting forth in each case in comparative form for such form as would be presentable to the auditors fiscal quarter of the Borrower. The Borrower represents Company the consolidated figures (and warrants notes thereto) for the corresponding quarter of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and GAAP; provided, however, that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available Company may continue to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time revise such financial statements are provided hereunderin order to make corrections, they shall already have been made available to holders updates and changes in connection with the preparation of its securities. The Borrower audited annual financial statements, which corrections, updates and changes, if substantive, will not request that any other material be posted delivered by the Company to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECRoivant as soon as reasonably possible.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 Within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year fiscal quarters of the Borrowerfiscal year of the Parent and its consolidated Subsidiaries, its furnish the Agent with, or otherwise make available to the Agent online (i) consolidated whether by filing with the Securities and Exchange Commission or otherwise), an unaudited balance sheet of Parent and related its consolidated Subsidiaries on a consolidated basis and unaudited statements of operations, stockholdersincome or operations and shareholders’ equity and cash flows as flow of Parent and its consolidated Subsidiaries on a consolidated basis reflecting results of operations from the beginning of the fiscal year to the end of such month and for such Fiscal Quarter month, all 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 then elapsed portion aggregate are not material to the business of such Fiscal Year, the Loan Parties and setting forth in each case in comparative form the figures for from the corresponding period projected annual operation budget delivered pursuant to Section 9.11 covering the current fiscal year. In addition, the reports shall be accompanied by a Compliance Certificate, which shall state that, based on an examination sufficient to permit such authorized officer of the Borrowing Agent to make an informed statement, no Default or periods Event of (Default exists, or, in if such is not the case case, specifying such Default or Event of the balance sheetDefault, as of the end of) the previous Fiscal Yearits nature, 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 its Consolidated Restricted Subsidiaries on a consolidated basis when it occurred, whether it is continuing and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments steps being taken by the applicable Loan Parties and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, their Subsidiaries with respect to any Unrestricted Subsidiariessuch event and, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements Compliance Certificate shall have appended thereto calculations which set forth compliance, if applicable, with the SEC and/or make financial statements available to potential holders of their 144A securitiesrequirements or restrictions imposed by Sections 6.4, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) 7.6 and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC7.11.

Quarterly Financial Statements. As soon as available, but available and in any event on or before the date on which such financial statements are required to be filed with the SEC with respect to each of the first three quarterly accounting periods in accordance each fiscal year of the Borrower (or, if such financial statements are not required to be filed with then applicable law and not later than the SEC, on or before the date that is 45 days after the end of each of such quarterly accounting period), the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet of the Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of at the end of such quarterly period and the related consolidated statement of operations for such quarterly accounting period and for such Fiscal Quarter and the then elapsed portion of the fiscal year ended with the last day of such Fiscal Yearquarterly period, and the related consolidated statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth in each case in comparative form the consolidated figures for the corresponding period or related periods of (in the prior fiscal year or, in the case of the such consolidated balance sheet, as for the last day of the end of) the previous Fiscal Yearprior fiscal year, all of which shall be certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations an Authorized Officer of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedBorrower, subject to changes resulting from audit, normal year-end audit adjustments and the absence of footnotes and footnotes. Notwithstanding the foregoing, the obligations in this clause (iib) its unaudited balance sheet, income statement and related statement of cash flows as may be satisfied with respect to financial information of the end Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of and for Holdings (or any direct or indirect parent of Holdings) or (B) the Fiscal Quarter most recently ended which provides consolidating statementsBorrower’s or Holdings’ (or any direct or indirect parent thereof), including statements demonstrating eliminating entriesas applicable, if anyForm 10-K or 10-Q, as applicable, filed with the SEC; provided, that, with respect to any Unrestricted Subsidiarieseach of clauses (A) and (B), in such form as would be presentable to the auditors of extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the Borrower. The Borrower represents differences between the information relating to Holdings (or such parent), on the one hand, and warrants that the information relating to the Borrower and each of its the Restricted Subsidiaries file their financial statements with on a standalone basis, on the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEChand.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty five (45) days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of the BorrowerBorrower (commencing with the fiscal quarter ended June 30, its 2020), a Consolidated (iand, if requested by the Lender, management prepared consolidating) consolidated balance sheet of the Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such quarter, and the related Consolidated (and, if requested by the Lender, management prepared consolidating) statements of income or operations and cash flows and related Consolidated statement of changes in shareholders’ equity for such quarter and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, the Borrower’s fiscal year then ended setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case quarter of the balance sheet, as previous fiscal year and the corresponding portion of the end of) the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be duly certified by one the chief executive officer, chief financial officer, treasurer or controller of its Financial Officers the Borrower who is a Responsible Officer of the Borrower as fairly presenting fairly in all material respects the financial condition and condition, results of operations operations, shareholders’ equity and cash flows of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedSubsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheetsuch consolidating statements to be certified by the chief executive officer, income statement and related statement of cash flows as chief financial officer, treasurer or controller that is a Responsible Officer of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable Borrower to the auditors effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECSubsidiaries.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of the Borrower (commencing with the fiscal quarter ended September 30, 2019), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated income statements, changes in Shareholders’ Equity and cash flows for such fiscal quarter and for the portion of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the ’s fiscal year then elapsed portion of such Fiscal Yearended, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case fiscal quarter of the balance sheet, as previous fiscal year and the corresponding portion of the end of) the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP and including management’s discussion and analysis of operating results inclusive of operating metrics in comparative form, such Consolidated statements to be certified by one the chief executive officer or chief financial officer who is a Responsible Officer of its Financial Officers the Borrower (i) as fairly presenting fairly in all material respects the financial condition and condition, results of operations operations, Shareholders’ Equity and cash flows of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedSubsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the end Borrower and its Subsidiaries. As to any information contained in materials furnished pursuant to Section 6.02(g), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information. Notwithstanding the foregoing, the obligations referred to in Sections 6.01(a) and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, (b) may be satisfied with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors financial information of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements by furnishing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC and/or make financial statements available to potential holders (and the public filing of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along such report with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they SEC shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECdelivery under this Section 6.01).

Quarterly Financial Statements. As soon as availablepracticable, but in any event in accordance with then applicable law Schedule 7.01(d), the Company will deliver to Pfizer drafts of (A) the consolidated financial statements of the Company Group (and not later than 45 days after notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of the Company the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (or, in the case B) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Company Group’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject however, that the Company will deliver such information at such earlier time upon Pfizer’s written request with thirty (30) days’ notice resulting from Pfizer’s determination to normal year-end audit adjustments and accelerate the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as timing of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each filing of its Subsidiaries file their financial statements with the SEC and/or make financial statements available Commission. The information set forth in (A) and (B) above is referred to potential holders of their 144A securities, and, accordinglyin this Agreement as the “Quarterly Financial Statements.” No later than five (5) Business Days prior to the date the Company publicly files the Quarterly Financial Statements with the Commission or otherwise makes such Quarterly Financial Statements publicly available, the Borrower hereby (1) authorizes Company will deliver to Pfizer the Administrative Agent final form of the Company Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of the Company in substantially the forms required under Commission rules for periodic reports and in form and substance satisfactory to Pfizer; provided, however, that the Company may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make the financial statements to be provided under Section 8.01(a) corrections and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information substantive changes which corrections and changes will be delivered by the Company to Pfizer as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that Pfizer’s and the meaning of Company’s financial representatives will actively consult with each other regarding any changes (whether or not substantive) which the federal securities laws or Company may consider making to its Quarterly Financial Statements and related disclosures during the five (y5) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public Business Days immediately prior to any anticipated filing with the SECCommission, with particular focus on any changes which would have an effect upon Pfizer’s financial statements or related disclosures. In addition to the foregoing, no Quarterly Financial Statement or any other document which refers, or contains information not previously publicly disclosed with respect to the ownership of the Company by Pfizer or the Transactions, will be filed with the Commission or otherwise made public by any Company Group member without the prior written consent of Pfizer, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Section 7.01(d), the Company will not file its Quarterly Financial Statements with the Commission prior to the time that Pfizer files the Pfizer quarterly financial statements with the Commission unless otherwise required by applicable Law.

Quarterly Financial Statements. As soon as available, available but in any no event in accordance with then applicable law and not later more than 45 fifty-five (55) days after the end of each Fiscal Quarter (except the last Fiscal Quarter of Borrower’s Fiscal Year) the first three Fiscal Quarters following financial statements or other information concerning the operations of each Fiscal Year of the Borrower, Borrower and its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and Subsidiaries for such Fiscal Quarter Quarter, the Fiscal Year to date, and the then elapsed portion of such 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 preceding Fiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently applied: (a) a consolidated balance sheet, (b) a consolidated summary of earnings, (c) a consolidated statement of cash flows, and (d) such other statements as the Administrative Agent may reasonably request. Delivery to the Administrative Agent within the time period specified above of copies of Borrower’s Quarterly Report on Form 10-Q as prepared and filed in accordance with the requirements of the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Subsection other than clause (d) hereof. Such quarterly financial statements or Form 10-Qs required pursuant to this Subsection shall be accompanied by a Compliance Certificate signed by Borrower’s Chief Financial Officer or other officer of Borrower acceptable to the Administrative Agent (subject to normal year-year end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, adjustments). Borrower shall be deemed to have complied with this Section if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting delivered to the Administrative Agent by electronic mail, or in writing that (x) such materials do not constitute material non-public information within the meaning case of the federal securities laws or (y) make such materials Form 10-Q the Administrative Agent is advised by electronic mail that do constitute material nonthe Form 10-public information within Q is available on the meaning XXXXX system, in each case accompanied by an electronic copy of the federal securities laws publicly available by press release or public filing with the SECsigned Compliance Certificate.

Quarterly Financial Statements. As soon as available, but available and in any event in accordance with then applicable law and not later than 45 within fifty-five (55) calendar days after the end of each of the first three Fiscal Quarters fiscal quarters in each fiscal year (or such earlier or later date from time to time established by the SEC in accordance with the Securities Exchange Act of each Fiscal Year 1934, as amended), or within sixty (60) days in the event the Parent shall file its Form 10-Q within the extension period pursuant to Rule 12b-25 of the BorrowerSecurities Exchange Act of 1934, its as amended, financial statements of the Parent, consisting of a consolidated (iand, if delivered pursuant to the NJR Note Agreements, consolidating) consolidated balance sheet as of the end of such fiscal quarter and related consolidated (and, if delivered pursuant to the NJR Note Agreements, consolidating) statements of operationsincome, stockholders’ equity and cash flows as of for the end of and for such Fiscal Quarter fiscal quarter then ended and the then elapsed portion of such 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 Yearfiscal year through that date, all in reasonable detail and 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Parent as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the absence respective financial statements for the corresponding date and period in the previous fiscal year. The Loan Parties will be deemed to have complied with the delivery requirements of footnotes and this Section 8.3.1 if within fifty-five (ii55) its unaudited balance sheet, income statement and related statement of cash flows as of days after the end of and for their fiscal quarter (or such earlier or later date, from time to time established by the Fiscal Quarter most recently ended which provides consolidating statementsSEC in accordance with the Securities Exchange Act of 1934, including statements demonstrating eliminating entriesas amended), if any, with respect or within sixty (60) days in the event the Parent shall file its Form 10-Q within the extension period pursuant to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors Rule 12b-25 of the Borrower. The Borrower represents and warrants that Securities Exchange Act of 1934, as amended, the Borrower and each Parent files a copy of its Subsidiaries file their financial statements Form 10-Q with the SEC and/or make financial statements available to potential holders of their 144A securitieson its Electronic Data Gathering, andAnalysis and Retrieval system (or the SEC’s successor electronic system) (collectively, accordingly, the Borrower hereby (1“XXXXX”) authorizes the Administrative Agent to make and the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with contained therein meet the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent requirements described in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECthis Section.

Quarterly Financial Statements. As soon as available, but 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 the first three quarterly accounting periods in accordance each fiscal year of the Borrower (or, if such financial statements are not required to be filed with then applicable law and not later than 45 the SEC, on or before the date that is 60 days after the end of each such quarterly accounting period (or 75 days for the fiscal quarter of the first three Fiscal Quarters of each Fiscal Year Borrower ending June 30, 2018)), the consolidated balance sheets of the Borrower, Borrower and its (i) Subsidiaries as at the end of such quarterly period and the related consolidated balance sheet and related statements of operations, stockholderscomprehensive income (loss), members’ equity (deficit) and cash flows as of the end of and for such Fiscal Quarter quarterly period (commencing with the fiscal quarter ending March 31, 2019, accompanied by a customary management discussion and the then elapsed portion analysis of such 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations for such period), and commencing with the quarter ending June 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, 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 and cash flows of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied(except as noted therein), subject to changes resulting from normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheetfootnotes, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if anyand, with respect to any Unrestricted Subsidiariesfiscal 2018 reporting periods, in such form as would be presentable subject to finalization of the purchase price allocation to the auditors fair value of assets acquired and liabilities assumed in the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securitiesTransactions, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available as required by press release or public filing with the SECGAAP.

Quarterly Financial Statements. As soon as available, but practicable and in any event in accordance with then applicable law and not later than 45 within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the end of each of the first three Fiscal Quarters fiscal quarter of each Fiscal Year (other than the last fiscal quarter of any such Fiscal Year), an unaudited Consolidated balance sheet of the Borrower, Borrower and its (i) consolidated balance sheet Subsidiaries as of the close of such fiscal quarter and related unaudited Consolidated statements of income or operations, stockholders’ equity and cash flows and a report containing management’s discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the balance sheeteffect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, as and certified by the chief financial officer or chief executive officer of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and for the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedrespective periods then ended, subject to normal year-year end audit adjustments and adjustments. Delivery by the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as Borrower to the Administrative Agent of the end of and for Borrower’s quarterly report to the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, SEC on Form 10–Q with respect to any Unrestricted Subsidiariesfiscal quarter, or the availability of such report on XXXXX Online or the Borrower’s website on the Internet at the website address listed in such form as would be presentable Section 13.1 (to the auditors extent such report complies with the requirements of this clause (a)), within the Borrower. The Borrower represents and warrants that period specified above shall be deemed to be compliance by the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under this Section 8.01(a) and Section 8.01(b7.1(a), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. (i) As soon as available, but in any event in accordance with then applicable law and not later than 45 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of the BorrowerBorrower commencing with the fiscal quarter ending June 30, 2017, its (i) consolidated balance sheet and related statements of operations, stockholdersowners’ equity and cash flows as of the end of and for such Fiscal Quarter fiscal quarter and the then elapsed portion of such Fiscal Yearthe 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 Yearfiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and footnotes. (ii) As soon as available, but in any event in accordance with then applicable law and not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year of Parent Guarantor commencing with the fiscal quarter ending June 30, 2017, its unaudited consolidated balance sheet, income statement sheet and related statement statements of operations, owners’ equity and cash flows as of the end of and for such fiscal quarter and the Fiscal Quarter most recently ended which provides consolidating statementsthen elapsed portion of the fiscal year, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiariessetting forth in each case in comparative form the figures for the corresponding period or periods of (or, in such form as would be presentable to the auditors case of the Borrower. The Borrower represents and warrants that balance sheet, as of the Borrower and each end of) the previous fiscal year, all certified by one of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make Financial Officers as presenting fairly in all material respects the financial statements condition and results of operations of Parent Guarantor and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to be provided under Section 8.01(a) normal year-end audit adjustments and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders absence of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECfootnotes.

Quarterly Financial Statements. As soon as availableOn or before the date such financial statements are required to be filed with the SEC (or, but in any event in accordance if such financial statements are not required to be filed with then applicable law and not later than the SEC, on or before the date that is 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year of the Borrower), its (i) the unaudited consolidated balance sheet and related statements of operations, stockholders’ equity operations and cash flows of the Borrower and its Subsidiaries (and, separately stated, of the Borrower and its Restricted Subsidiaries without comparative data) as of the end of and for such Fiscal Quarter fiscal quarter and the then elapsed portion of such the Fiscal Year, setting forth in each case in comparative form the corresponding consolidated 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 Year certified by one of its Financial Officers as and presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries (and of the Borrower and its Restricted Subsidiaries Subsidiaries, as the case may be) on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement excluding copies of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements that are provided hereunderpublicly available from the SEC on XXXXX, they shall already have so long as a notification has been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting sent to the Administrative Agent in writing within two days after such financial statements become publicly available, stating that (x) such materials do not constitute material non-public information within financial statements have been filed with the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws SEC and are publicly available by press release or public filing with the SEC.on XXXXX);

Quarterly Financial Statements. (i) As soon as available, but in any event in accordance with then applicable law and not later than within 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year ending thereafter of the BorrowerParent, its (i) a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of operations, stockholders’ equity income or operations and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearfiscal quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case fiscal quarter of the balance sheet, as previous fiscal year and the corresponding portion of the end of) the previous Fiscal Year, fiscal year all in reasonable detail and certified by one a Responsible Officer of its Financial Officers the Administrative Borrower as fairly presenting fairly in all material respects the financial condition and condition, results of operations and cash flows of the Borrower Parent and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedGAAP, subject only to normal year-end audit adjustments and the absence of footnotes footnotes; provided that, if the Parent shall own material assets other than the Capital Stock of the Company or have material operations or other liabilities, the Borrowers shall provide a consolidated balance sheet of the Borrowers and (ii) its unaudited balance sheet, income statement and related statement of cash flows their Subsidiaries as of 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 Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors previous fiscal quarter of the Borrower. The Borrower represents previous fiscal year and warrants that the Borrower and each corresponding portion of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders previous fiscal year, all in reasonable detail certified by a Responsible Officer of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make Borrower as fairly presenting in all material respects the financial statements to be provided under Section 8.01(a) condition, results of operations and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning cash flows of the federal securities laws or (y) make such materials that do constitute material nonBorrowers and their Subsidiaries in accordance with GAAP, subject only to normal year-public information within end audit adjustments and the meaning absence of the federal securities laws publicly available by press release or public filing with the SECfootnotes.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Issuer (or such earlier date on which Issuer or Parent is required to file a Form 10-Q under the BorrowerExchange Act, its (i) as applicable), beginning with the fiscal quarter ending March 31, 2021, a consolidated balance sheet of Issuer and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income and cash flows and for such Fiscal Quarter fiscal quarter and (in respect of the then second and third fiscal quarters of such fiscal year) for the then-elapsed portion of Issuer's fiscal year, all prepared in accordance with Applicable Accounting Standards (which may be subject to a “going concern” qualification under ASC 205-40 or the equivalent under the Applicable Accounting Standards if, and only if, such Fiscal Year“going concern” qualification does not relate to near-term liquidity), setting forth subject to normal year-end audit adjustments and the absence of disclosures normally made in each case in comparative form footnotes; provided, however, that Borrower shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available within the figures for time period specified above on the corresponding period SEC’s EXXXX system (or periods any successor system adopted by the SEC). Such consolidated financial statements shall be certified by a Responsible Officer of (orIssuer as, to his or her knowledge, fairly presenting, in all material respects, the case consolidated financial condition, results of the balance sheet, operations and cash flows of Issuer and its Subsidiaries as of the end of) dates and for the previous Fiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, periods specified in accordance with GAAP Applicable Accounting Standards consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 5.2(a)(i), subject to normal year-end audit adjustments and the absence of footnotes (and (ii) its unaudited balance sheetwhich, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statementsavoidance of doubt, including statements demonstrating eliminating entriesmay be subject to a “going concern” qualification under ASC 205-40 or the equivalent under the Applicable Accounting Standards if, and only if, such “going concern” qualification does not relate to near-term liquidity); provided, however, that such certification by a Responsible Officer of Issuer shall be deemed to have made if any, with respect to any Unrestricted Subsidiaries, in a similar certification is required under the Sxxxxxxx-Xxxxx Act of 2002 and such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they certification shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with time period specified above on the SEC.’s EXXXX system (or any successor system adopted by the SEC);

Quarterly Financial Statements. As soon as available, but available and in any event in accordance with then applicable law and not later than 45 within 60 days after the end of each of fiscal quarterly period (excluding the first three Fiscal Quarters fiscal quarterly period ending on December 31) of each Fiscal Year fiscal year of ESTE, commencing with the Borrowerfiscal quarterly period ending September 30, its (i) 2017, consolidated balance sheet and related statements of operationsincome, stockholders’ equity and cash flows as of ESTE and its Consolidated Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of and for such Fiscal Quarter period, and the then elapsed portion related consolidated balance sheets as at the end of such Fiscal Yearperiod, and setting forth in each case in comparative form the corresponding figures for the corresponding period or periods of (or, in the case preceding fiscal year, accompanied by the certificate of the balance sheeta Responsible Officer, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting which certificate shall state that said financial statements fairly present in all material respects the consolidated financial condition and results of operations of the Borrower ESTE and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedGAAP, as at the end of, and for, such period (subject to normal year-end audit adjustments adjustments); provided, that (i) in the event an Unrestricted Subsidiary existed during such fiscal quarterly period and was consolidated in ESTE’s financial statements, the absence quarterly financial statements shall also include consolidating statements of footnotes income, equity and cash flows and balance sheets, (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(aof ESTE shall consolidate one hundred percent (100%) of the interest of Borrower and Section 8.01(bits Consolidated Subsidiaries (including the interest of Bold Energy Holdings, LLC in Borrower and its Consolidated Subsidiaries), along with the Loan Documents, available to Public-Xxxxxx (iii) LEC and (2) agrees that at the time such financial statements are provided hereunder, they LUSA shall already not have been made available to holders of its securities. The Borrower will not request that any assets or liabilities other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that than (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or LEC’s interest in LUSA and (y) make such materials LUSA’s interest in Borrower, and (iv) ESTE shall not have any assets or liabilities other than (x) ESTE’s interest in LEC, (y) ESTE’s interest in Borrower and (z) cash balances for the purposes of tax distributions that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing are made in compliance with the SECthis Agreement.

Quarterly Financial Statements. As soon Within 45 after the end of each of the first three fiscal quarters of each fiscal year (or such later date as availablemay be permitted by the SEC for the filing of its Quarterly Report on Form 10-Q with the SEC, but in any event in accordance with then applicable law and not later than 45 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year; provided that if the SEC extends such period beyond 60 days from the end of the Borrowerapplicable fiscal quarter, its any resulting differences between the Quarterly Report and the deliverables described in clauses (i) and (ii) of this Section 8.01(a) shall not constitute a Default hereunder), (i) the unaudited consolidated balance sheet of the Company and related statements of operations, stockholders’ equity and cash flows its consolidated Subsidiaries as of the end of such fiscal quarterly accounting period and the related unaudited consolidated statements of operations, comprehensive earnings (loss), shareholders' equity and cash flows for such fiscal quarterly accounting period and for such Fiscal Quarter and the then elapsed portion of the fiscal year ended with the last day of such Fiscal Yearquarterly accounting period, setting forth in each case in setting forth comparative form the figures for the corresponding fiscal quarterly accounting period in the prior fiscal year, or periods of (or, in the case of the balance sheet, setting forth the comparable figures as of the end of) of the previous Fiscal Yearprior fiscal year, all certified by one a Responsible Officer of its Financial Officers the Company (in such capacity as presenting a Responsible Officer and not in an individual capacity) that they fairly present, in all material respects and in accordance with GAAP, the financial condition of the Company and its consolidated Subsidiaries as of the dates indicated and the results of their operations of for the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedperiods indicated, subject to changes resulting from audit and normal year-end audit adjustments and to the absence of footnotes footnotes, and (ii) its unaudited balance sheet, income statement management's discussion and related statement of cash flows as analysis of the end of important operational and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in financial developments during such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECquarterly accounting period.

Quarterly Financial Statements. As soon as available, but and in any event in accordance with then applicable law and not later than 45 within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter (including year-end), Borrower shall furnish to Lender, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower’s sole cost and the then elapsed portion of such Fiscal Yearexpense), setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the predominantly text documents, in Adobe .pdf format, quarterly and year-to-date an unaudited balance sheet, as of the end of) the previous sheet prepared for such Fiscal 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 Quarter with respect to Borrower and its Consolidated Restricted Subsidiaries (except to the extent stock in Sponsor is publicly traded on a major stock exchange) Sponsor, which statements with respect to Borrower shall be on a consolidated basis with respect to the Properties as a whole, together with related consolidated statements of income, for such Fiscal Quarter and for the other Group Members (as applicable)portion of the Fiscal Year ending with such Fiscal Quarter, which statements shall include an attached schedule of Net Operating Income, gross carrying value and accumulated depreciation, each on a consolidated an individual property basis, in each case, which statements shall be accompanied by an Officer’s Certificate certifying that the same are true and correct and were prepared in accordance with GAAP consistently appliedapplied on a consistent basis, subject to changes resulting from audit and normal year-end audit adjustments adjustments. Each such quarterly report shall be accompanied by the following, in hard copy and electronic format: (i) a statement which calculates Net Operating Income for each of the absence Fiscal Quarters in the Test Period ending in such Fiscal Quarter, in the case of footnotes and each such Fiscal Quarter, ending at the end thereof; (ii) its unaudited balance sheetcopies of each of the Major Leases signed during such quarter and each other Lease signed during such quarter that is requested by Lender, income statement and related statement a summary of cash flows each material Lease (and, to the extent prepared by Borrower or Approved Property Manager in the ordinary course of business, each other Lease) signed during such quarter, which shall include the Tenant’s name, lease term, base rent, Tenant Improvements, leasing commissions paid, free rent and other material tenant concessions; (iii) then current rent roll and occupancy reports; (iv) to the extent not otherwise described in this Section 5.13, copies of all financial statements and similar reports delivered to Encumbered Property Lenders; (v) a copy of AFRT’s business plan, to the extent updated after the date hereof; and (vi) such other information as Lender shall reasonably request, to the extent readily available to Borrower or Sponsor without material cost or expense. Notwithstanding the foregoing, for so long as Lender is required on advice of Lender’s counsel to include the same in Lender’s public filings with the Securities and Exchange Commission, Borrower shall provide the financial statements required pursuant to the immediately preceding paragraph within 43 days following the end of and for the each Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(bexcluding year-end), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as available, but available and in any event in accordance with then applicable law and not later than within 45 days after the end of each of the first three Fiscal Quarters quarterly periods of each Fiscal Year of the Borrower, its fiscal year (i) consolidated Seller will furnish to the Administrator copies of its unaudited financial statements, consisting of at least a balance sheet of Seller as at the close of such quarter and the related unaudited statements of operations, stockholders’ equity income and of cash flows as for such quarter and for the portion of the fiscal year through the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (orprevious year, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one the chief financial officer of its Financial Officers Seller as presenting being fairly stated in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes adjustments) and (ii) Parent will furnish to the Administrator copies of the unaudited consolidated financial statements of Parent, consisting of at least an unaudited consolidated balance sheet of Parent and its unaudited balance sheet, income statement and related statement of cash flows Subsidiaries as of at the end of such quarter and the related unaudited statements of income and cash flows for such quarter and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors portion of the Borrower. The Borrower represents and warrants that fiscal year through the Borrower and end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by the principal financial officer of its Subsidiaries file their Parent as being fairly stated in all material respects (subject to normal year-end audit adjustments); all of the foregoing financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the SEC and/or make financial statements available to potential holders of their 144A securitiesperiods reflected therein and with prior periods (except as approved by such officer and disclosed therein, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will need not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.contain footnotes);

Quarterly Financial Statements. As soon as availablepracticable, but and in any event in accordance with then applicable law and not no later than 45 days after the end earlier of (x) ten (10) Business Days prior to the date on which Cal Dive is required to file a Form 10-Q or other document containing Quarterly Financial Statements with the SEC for each of the first three Fiscal Quarters (3) fiscal quarters in each fiscal year of each Fiscal Year Cal Dive, and (y) five (5) Business Days prior to the date on which Helix has notified Cal Dive that Helix intends to file its Form 10-Q or other document containing quarterly financial statements with the SEC, Cal Dive will deliver to Helix drafts of (A) the consolidated financial statements of the Borrower, its Cal Dive Group (iand notes thereto) consolidated balance sheet for such periods and related statements for the period from the beginning of operations, stockholders’ equity and cash flows as of the current fiscal year to the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of Cal Dive the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (or, in the case B) a discussion and analysis by Cal Dive’s management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Cal Dive Group’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject however, that Cal Dive will deliver such information at such earlier time upon Helix’s written request with thirty (30) days’ notice resulting from Helix’s determination to normal year-end audit adjustments and accelerate the absence timing of footnotes the filing of its financial statements with the SEC. The information set forth in clauses (A) and (iiB) above is referred to in this Agreement as the “Quarterly Financial Statements.” No later than the earlier of (1) three (3) Business Days prior to the date Cal Dive publicly files the Quarterly Financial Statements with the SEC or otherwise makes such Quarterly Financial Statements publicly available, and (2) three (3) Business Days prior to the date on which Helix has notified Cal Dive that Helix intends to file its unaudited balance sheetquarterly financial statements with the SEC, income statement Cal Dive will deliver to Helix the final form of the Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Cal Dive in the forms required under SEC rules for periodic reports; provided, however, that Cal Dive may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Cal Dive to Helix as soon as practicable, and in any event within eight (8) hours thereafter; provided, further, that Helix’s and Cal Dive’s financial Representatives will actively consult with each other regarding any changes (whether or not substantive) that Cal Dive may consider making to the Quarterly Financial Statements and related statement of cash flows as of disclosures during the end of and for two (2) Business Days immediately prior to any anticipated filing with the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if anySEC, with respect to particular focus on any Unrestricted Subsidiaries, in such form as changes which would be presentable have an effect upon Helix’s financial statements or related disclosures. In addition to the auditors foregoing, no Quarterly Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to, Helix’s ownership interest in Cal Dive or the Separation will be filed with the SEC or otherwise made public by any Cal Dive Group member without the prior written consent of Helix. Notwithstanding anything to the Borrower. The Borrower represents contrary in this Section 4.1(a)(iv), Cal Dive will file the Quarterly Financial Statements with the SEC on the same date and warrants at substantially the same time that the Borrower and each of Helix files its Subsidiaries file their quarterly financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available unless otherwise required by press release or public filing with the SECapplicable law.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of the Borrower, commencing with the fiscal quarter ending September 30, 2022, its (i) consolidated balance sheet and related statements of operations, stockholdersmembers’ equity and cash flows as of the end of and for such Fiscal Quarter fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case, where available, 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 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 (other 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 this Section 8.01(b) may be satisfied with respect to the delivery of financial statements of the Borrower and its Consolidated Restricted Subsidiaries by furnishing to the Administrative Agent and each Lender: (A) the Parent’s consolidated balance sheet and related statements of operations, partners’ equity and cash flows as of the end of and for such Fiscal Yearfiscal 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 Yearfiscal year, all certified by one of its a Financial Officers Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower Parent and its Consolidated Restricted Subsidiaries consolidated subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedapplied (other than changes pursuant to Section 1.05), subject to normal year-end audit adjustments and the absence of footnotes footnotes, and (iiB) concurrently with the financial information required by this clause (b), consolidating information that explains in reasonable detail the differences between the information relating to the Parent and its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Consolidated Subsidiaries, in such form as would be presentable on the one hand, and the information relating to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each its Consolidated Restricted Subsidiaries, on the other hand. For the purpose of determining EBITDA of the Parent and its Consolidated Subsidiaries file their financial statements with the SEC and/or make financial statements available pursuant to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and this Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting each reference to the Administrative Agent Borrower and its Consolidated Restricted Subsidiaries or the Borrower and/or its Restricted Subsidiaries in writing that (x) such materials do not constitute material non-public information within the meaning definition of EBITDA and in the federal securities laws definition of Consolidated Net Income shall be deemed to be a reference to the Parent and its Consolidated Subsidiaries or (y) make such materials that do constitute material non-public information within the meaning of Parent and/or its subsidiaries, as the federal securities laws publicly available by press release or public filing with the SECcase may be.

Quarterly Financial Statements. As The Issuer shall deliver to the Bondholders, as soon as available, but in any event in accordance with then applicable law and not later than 45 within 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of the BorrowerIssuer, its (i) beginning with the fiscal quarter ending 31 March 2019, a consolidated balance sheet of the Issuer and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income, cash flows and stockholders’ equity for such Fiscal Quarter fiscal quarter and (in respect of the then second and third fiscal quarters of such fiscal year) for the then-elapsed portion of such Fiscal Yearthe Issuer’s fiscal year, setting forth in each case in comparative form the figures for the corresponding comparable period or periods in the previous fiscal year, all prepared in accordance with IFRS; provided, however, that the Issuer shall be deemed to have made such delivery of (orsuch consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above on the Stock Exchange’s or if applicable, the Alternative Stock Exchange’s website or if applicable, other designated filing systems. Such consolidated financial statements shall be certified by a Financial Officer as, to his or her knowledge, fairly presenting, in all material respects, the case consolidated financial condition, results of operations and cash flows of the balance sheet, Issuer and its Subsidiaries as of the end of) dates and for the previous Fiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, periods specified in accordance with GAAP IFRS consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Condition 9.1(a), subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of footnotes. Notwithstanding the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entriesforegoing, if anythe Issuer or any of its Subsidiaries have made an acquisition, the financial statements with respect to any Unrestricted Subsidiaries, an acquired entity need not be included in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their consolidated quarterly financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements required to be provided under Section 8.01(adelivered pursuant to this Condition 9.1(b) and Section 8.01(b), along with until the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time first date upon which such quarterly financial statements are provided hereunder, they shall already have been made available required to holders of its securities. The Borrower will not request be so delivered that any other material be posted to Public-Xxxxxx without expressly representing and warranting to is at least 90 days after the Administrative Agent in writing that (x) date such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECacquisition is consummated.

Quarterly Financial Statements. (i) As soon as available, but and in any event in accordance with then applicable law and not later than 45 within sixty (60) days after the end close of each fiscal quarter of the first three Fiscal Quarters of each Fiscal Year of the Borrower, Borrower and its (i) Subsidiaries a consolidated and consolidating balance sheet and income statement of the Borrower and its Subsidiaries, as of the end of such fiscal quarter, together with related consolidated statements of operations, retained earnings, changes in stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearfiscal quarter, setting forth in each case in comparative form the consolidated figures for the corresponding period or periods of (orpreceding fiscal quarter, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the case Lender and accompanied by a certificate of the balance sheet, as chief financial officer of the end of) Borrower to the previous Fiscal Year, all certified by one of its Financial Officers as presenting effect that such quarterly financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, have been prepared in accordance with GAAP consistently appliedGAAP, subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes and adjustments; (ii) its unaudited balance sheetAs soon as available, income statement and related statement in any event within sixty (60) days after the close of cash flows as of each fiscal quarter (other than the fourth fiscal quarter, in which case one hundred twenty (120) days after the end thereof) of an Insurance Subsidiary the most recent SAP Statement of such Insurance Subsidiary, in each case accompanied by a certificate of a knowledgeable officer of such Insurance Subsidiary to the effect that such SAP Statement fairly presents in all material respects the financial condition of such Insurance Subsidiary and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if anyhas been prepared in accordance with SAP; The Borrower also, with respect to any Unrestricted Subsidiariesreasonable promptness, in such form as would be presentable will furnish to the auditors of Lender such other data as the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECLender may reasonably request.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than within 45 days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of the Borrower, its (i) consolidated a Consolidated balance sheet of Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of at the end of and for such Fiscal Quarter fiscal quarter, and the then elapsed related Consolidated statements of income or operations for the portion of such 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 YearBorrower’s fiscal year then ended, all in reasonable detail, such Consolidated statements to be certified by one the chief executive officer, chief financial officer, treasurer or controller of its Financial Officers Borrower as fairly presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with with, at Borrower’s option, GAAP consistently appliedor IFRS, subject only to normal year-end audit adjustments and the absence of footnotes and (iiprovided that the requirements of this subsection (b) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors delivery of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements for any fiscal quarter shall be deemed satisfied by publicly filing Borrower’s Form 10-Q for such fiscal quarter with the SEC and/or make financial statements available to potential holders of their 144A securitiesSEC, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already be deemed to have been made available delivered to holders of its securities. The Borrower will not request that any other material be Agent under this subsection (b) on the date such Form 10-Q has been posted to Public-Xxxxxx without expressly representing and warranting to on the Administrative Agent in writing that (x) SEC website accessible through xxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or such materials do not constitute material non-public information within the meaning successor webpage of the federal securities laws SEC thereto). As to any information contained in materials furnished pursuant to Section 6.02(d), Borrower shall not be separately required to furnish such information under subsection (a) or (yb) make such materials that do constitute material non-public information within above, but the meaning foregoing shall not be in derogation of the federal securities laws publicly available by press release or public filing with obligation of Borrower to furnish the SECinformation and materials described in Sections (a) and (b) above at the times specified therein.

Quarterly Financial Statements. As Filtration shall, as soon as available, but in any event practicable and in accordance with then applicable law the Financial Delivery Practices, deliver to Cummins drafts of (i) the consolidated financial statements of the Filtration Group (and not later than 45 days after notes thereto) for each fiscal quarter and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth forth, in each case case, in comparative form for each such fiscal quarter of Filtration the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (or, in the case ii) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Filtration Group’s financial condition and results of operations for such fiscal quarter, including an explanation of the Borrower any material period-to-period changes and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject to normal year-end audit adjustments and the absence of footnotes however, that Filtration shall deliver such information at a specified, earlier time upon Cummins’ written request with at least twenty (20) days’ advance notice. The information set forth in clauses (i) and (ii) above is referred to in this Agreement as the “Quarterly Financial Statements.” No later than seven (7) Business Days prior to the date Filtration publicly files the Quarterly Financial Statements with the Commission or otherwise makes such Quarterly Financial Statements publicly available, Filtration shall deliver to Cummins the final form of the Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Filtration in the forms required under Commission rules for periodic reports and in form and substance satisfactory to Cummins; provided, however, that Filtration may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Filtration to Cummins as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that Cummins’ and Filtration’s legal and financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which Filtration may consider making to its unaudited balance sheet, income statement Quarterly Financial Statements and related statement of cash flows as of disclosures during the end of and for seven (7) Business Days immediately prior to any anticipated filing with the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if anyCommission, with respect to particular focus on any Unrestricted Subsidiarieschanges which would have an effect upon Cummins’ financial statements or related disclosures. Without limiting the foregoing, in Filtration shall consult with Cummins regarding Cummins’ comments on the Quarterly Financial Statements and related disclosures and shall accept all of Cummins’ comments on such form as would be presentable Quarterly Financial Statements and related disclosures, except to the auditors extent such comments are inconsistent with applicable Law or GAAP. In addition to the foregoing, no Quarterly Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to, the ownership of Filtration by Cummins or the BorrowerTransactions shall be filed with the Commission or otherwise made public by any Filtration Group member without the prior written consent of Cummins unless otherwise required by applicable Law. The Borrower represents and warrants Notwithstanding anything to the contrary in this Section 7.1(d), Filtration shall not file its Quarterly Financial Statements with the Commission prior to the time that Cummins files the Borrower and each of its Subsidiaries file their Cummins quarterly financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available Commission unless otherwise required by press release or public filing with the SECapplicable Law.

Quarterly Financial Statements. As For each of the first three fiscal quarters of the Borrower’s fiscal year, as soon as available, but in any event in accordance with then applicable law and not later than 45 15 days after quarterly financial statements are required to be delivered to the end of each of the first three Fiscal Quarters of each Fiscal Year of SEC, the Borrower, its ’s (i) unaudited consolidated balance sheet sheets and related statements of operations, stockholdersshareholders’ equity and cash flows as of the end of and for such Fiscal Quarter fiscal quarter and the then elapsed portion of such Fiscal Yearthe 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 Yearfiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes footnotes; provided that the timely filing with the SEC of the Borrower’s quarterly reports on Form 10-Q will satisfy the reporting requirements of this Section 8.01(b) and (ii) its unaudited segment balance sheetsheets, unaudited segment statements of income statement and related statement unaudited segment statements of cash flows as of the end of and for such fiscal quarter and the Fiscal Quarter most recently ended which provides consolidating statementsthen elapsed portion of the fiscal year, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiariessetting forth in each case in comparative form the figures for the corresponding period or periods of (or, in such form the case of the balance sheet, as would be presentable to of the auditors end of) the previous fiscal year, which are derived from the consolidated financial statements of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as available, but available and in any ------------------------------ event in accordance with then applicable law and not later than within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year fiscal quarters of the Borrower, its (i) a consolidated balance sheet of the Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of at the end of such fiscal quarter, together with related consolidated statements of income and of cash flows, (ii) a condensed consolidating balance sheet of the Guarantors as at the end of such fiscal quarter, together with related condensed consolidating statements of operations and of cash flows, and (iii) a condensed consolidating balance sheet of the Non-Guarantor Subsidiaries as at the end of such fiscal quarter, together with a related condensed consolidating statement of operations and of cash flows, in each case for such fiscal quarter and for such Fiscal Quarter and the then elapsed portion of the fiscal year ending with such Fiscal Year, period (except that the consolidated and condensed consolidating statements of cash flows which shall be prepared on a year to date basis) and in each case setting forth in each case in comparative form the consolidated figures for the corresponding period or periods of (or, in the case of the preceding fiscal year (except that the consolidated and condensed consolidating balance sheetsheets shall be compared to the prior year end), as and all in reasonable form and detail acceptable to the Required Banks, and accompanied by a certificate of the end of) chief financial officer, treasurer, controller or chief accounting officer of the previous Fiscal YearBorrower, to the effect that, to the best of his or her knowledge and belief, all certified by one of its Financial Officers as presenting fairly such financial statements are true and correct in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, have been prepared in accordance with GAAP consistently appliedapplied on a consistent basis, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECadjustments.

Quarterly Financial Statements. As soon as available, but and in any event in accordance with then applicable law and not later than within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter (including year-end), Borrower shall furnish to Lender, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower's sole cost and the then elapsed portion of such Fiscal Yearexpense), setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of predominantly text documents, in Adobe pdf format, quarterly and year-to-date unaudited financial statements prepared for such Fiscal Quarter with respect to Borrower and the Approved Music Venue Manager, including a balance sheet, sheet and operating statement of Borrower and the Approved Music Venue Manager as of the end of) of such Fiscal Quarter, together with related statements of operations, equityholders' capital and cash flows for such Fiscal Quarter and for the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations portion of the Borrower Fiscal Year ending with such Fiscal Quarter, which statements shall be accompanied by an Officer's Certificate certifying that the same are true, correct and its Consolidated Restricted Subsidiaries on a consolidated basis complete and the other Group Members (as applicable), on a consolidated basis, in each case, were prepared in accordance with GAAP consistently appliedapplied on a consistent basis, subject to changes resulting from audit and normal year-end audit adjustments adjustments. Each such quarterly report shall be accompanied by the following, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower's sole cost and expense), or, in the absence case of footnotes and predominantly text documents, in Adobe pdf format: (iii) its unaudited balance sheet, income a statement and related statement of cash flows in reasonable detail that calculates Net Operating Income as of the end of and for each of the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, Quarters in the Test Period ending in such Fiscal Quarter; (ii) copies of each of the Leases signed during such quarter; (iii) with respect to any Unrestricted Subsidiariesthe Hotel Property: (a) a statement of cash flows and income and expenses in the format set forth in the most recent Uniform System of Accounts (with detailed departmental schedules), in (b) then current franchise reports, average daily room rates, sales reports, Xxxxx Travel Reports and occupancy reports and (c) such form other information as would be presentable Lender shall reasonably request; (iv) with respect to the auditors of the Borrower. The Borrower represents Commercial Property, then current rent roll and warrants that the Borrower and each of its Subsidiaries file their financial statements occupancy reports; and (v) with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting respect to the Administrative Agent in writing that (x) Commercial Property or the ACL Music Venue Property, such materials do not constitute material non-public other information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECas Lender shall reasonably request.

Quarterly Financial Statements. As soon as availablepracticable, but in any event in accordance with then applicable law and not later than 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of the Borrower, copies of the internally prepared unaudited Consolidated balance sheets of the Borrower and its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Subsidiaries as of the end of such quarter and for such Fiscal Quarter Consolidated and the then elapsed portion consolidating statements of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods income and a Consolidated statement of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter, and Consolidated Restricted Subsidiaries on and consolidating statements of income and a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related Consolidated statement of cash flows as of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year of the Borrower and ending with the end of such quarter, all in reasonable detail and each setting forth in comparative form: (i) the figures for the Fiscal Quarter most recently ended which provides consolidating statementsprior year's corresponding fiscal quarter, including statements demonstrating eliminating entriesand (ii) so long as the Borrower is required to deliver an operating business plan pursuant to Section 6.13(a), any variances from the Approved Annual Operating Business Plan (or the Approved Full Term Operating Business Plan, if the Required Lenders have not approved a plan delivered pursuant to Section 6.13(a) with respect to such fiscal year), if any, prepared in all material aspects in accordance with respect to any Unrestricted SubsidiariesGAAP, together with a certification by the principal financial or accounting officer of the Borrower that the information contained in such form as would be presentable to financial statements fairly presents the auditors financial position of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with on the SEC and/or make financial statements available date thereof (subject to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(byear-end adjustments), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than the earlier of each date in each fiscal year on which the Borrower is required to file a Quarterly Report on Form 10-Q with the SEC (after giving effect to any extensions obtained by the Borrower) or 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of the Borrower, its consolidated (iand, if there are any Unrestricted Subsidiaries, consolidating) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter fiscal quarter and the then elapsed portion of such Fiscal Yearthe 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 Yearfiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes footnotes. If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, concurrently with the financial information required by this clause (b), the Borrower shall provide a reasonably detailed presentation of the consolidated financial position and (ii) results of operations of the Borrower and its unaudited balance sheet, income statement and related statement of cash flows Restricted Subsidiaries as of the end of and for such fiscal quarter which financial presentation shall exclude the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors financial position and results of operations of the Borrower. The Borrower represents Unrestricted Subsidiaries and warrants that be certified by a Financial Officer of the Borrower as fairly presenting in all material respects such consolidated financial condition and each results of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning operations as of the federal securities laws or (y) make end of and for such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECfiscal quarter.

Quarterly Financial Statements. As soon as availableWithin (x) 60 days after the close of each of the quarterly accounting periods ending January 31, but in any event in accordance with then applicable law 2007, April 30, 2007, and not later than July 31, 2007, and (y) 45 days after the end close of each of any of the subsequent of the first three Fiscal Quarters of each Fiscal Year quarterly accounting periods in any other fiscal year of the Borrower, its (i) the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis as at the end of such quarterly accounting period and the other Group Members (as applicable), on a related consolidated basisstatements 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 casecase 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 GAAP consistently appliedthe 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 and footnotes, (ii) its unaudited balance sheetto the extent any Permitted Acquisition was made during such quarterly accounting period involving Aggregate Consideration of $10.0 million or more, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, calculations with respect to any Unrestricted Subsidiariesthe financial covenants contained in Sections 10.08 and 10.09 for the applicable Calculation Period on a Pro Forma Basis as if the applicable Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such that the financial covenants in Sections 10.08 and 10.09 would have been complied with if the Permitted Acquisition had occurred on the first day of such form as would be presentable to the auditors Calculation Period; and (iii) management’s discussion and analysis of the Borrower. The Borrower represents important operational and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time developments during such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECquarterly accounting period.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year fiscal quarter of the Borrower, its : (i) consolidated A Consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated and consolidating statements of income or operations, stockholderschanges in shareholders’ equity and cash flows as for such fiscal quarter and for the portion of the end of and for such Fiscal Quarter and the Borrower’s fiscal year then elapsed portion of such Fiscal Yearended, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case fiscal quarter of the balance sheet, as previous fiscal year and the corresponding portion of the end of) the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP and including management discussion and analysis of operating results inclusive of operating metrics in comparative form, such Consolidated statements to be certified by one the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of its Financial Officers the Borrower as fairly presenting fairly in all material respects the financial condition and condition, results of operations operations, shareholders’ equity and cash flows of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedSubsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the Borrower and its Subsidiaries; and [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) its unaudited balance sheet, income statement and related A statement of cash flows income of the Borrower as of at the end of such fiscal quarter, prepared on an Activity Basis and for the Fiscal Quarter most recently ended which provides consolidating statementsreflecting net present value of future cash flows and interest expense, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents depreciation and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECamortization.

Quarterly Financial Statements. As soon as available, but available and in any event in accordance with then applicable law and not later than within 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, Consolidated and consolidating balance sheets of the Borrower, Company and its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Company and its Subsidiaries for such Fiscal Quarter the period commencing at the end of the previous fiscal quarter and ending with the then elapsed portion end of such Fiscal Yearfiscal quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Company and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and duly 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments) by the Chief Financial Officer as having been prepared in accordance with GAAP. all such financial statements shall be complete and correct in all material respects (subject, in the absence case of footnotes interim statements, to normal recurring year-end audit adjustments) and to be prepared in reasonable detail and, in the case of the annual and quarterly financial statements provided in accordance with subsections (a) and (iib) its unaudited balance sheetabove, income statement in accordance with GAAP applied consistently throughout the periods reflected therein and related statement of cash flows as further accompanied by a description of, and an estimation of the end of and for effect on the Fiscal Quarter most recently ended which provides consolidating statementsfinancial statements on account of, including statements demonstrating eliminating entriesa change, if any, with respect in GAAP as provided in Section 1.3(b). Notwithstanding the foregoing, financial statements and reports required to any Unrestricted Subsidiaries, in such form as would be presentable delivered pursuant to the auditors foregoing provisions of this Section may be delivered electronically and if so, shall be deemed to have been delivered on the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes date on which the Administrative Agent to make receives such reports from the financial statements to be Company through electronic mail; provided under Section 8.01(a) and Section 8.01(b)that, along with upon the Loan DocumentsAdministrative Agent’s request, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they Company shall already have been made available to holders provide paper copies of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting documents required hereby to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECAgent.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three (3) Fiscal Quarters (commencing with the Fiscal Quarter ending March 31, 2021) of each Fiscal Year of AdaptHealth Corp., Holdings, and the BorrowerLoan Parties and their Subsidiaries, its (i) consolidated balance sheet sheets of AdaptHealth Corp., Holdings, and the Loan Parties and their Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated statements of income or operations, stockholdersretained earnings, shareholders’ equity and cash flows as of the end of and for such Fiscal Quarter and for the then elapsed portion of such the Fiscal YearYear then ended, 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) of and for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and certified by one an Authorized Officer of its Financial Officers the Borrower as fairly presenting fairly in all material respects the financial condition and condition, results of operations operations, shareholders’ equity and cash flows of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis AdaptHealth Corp., Holdings, and the other Group Members (as applicable), on a consolidated basis, in each case, Loan Parties and their Subsidiaries in accordance with GAAP consistently appliedGAAP, subject only to normal year-end audit adjustments and the absence of footnotes footnotes; and Notwithstanding the foregoing, documents required to be delivered pursuant to clauses (a) and (b) of this Section 7.1 (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 such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) its unaudited balance sheet, income statement and related statement of cash flows as of on which such documents are posted on the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entriesLoan Parties’ behalf on an Internet or intranet website, if any, with respect to any Unrestricted Subsidiarieswhich each Lender and the Administrative Agent have access (whether a commercial, in third-party website or whether made available by the Administrative Agent). Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants documents; provided that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby shall promptly notify (1which may be by electronic mail) authorizes the Administrative Agent to make of the financial statements to be provided under Section 8.01(a) filing and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx availability of any such item and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting provide to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECelectronic mail a link thereto.

Quarterly Financial Statements. As soon as available, but and in any event in accordance with then applicable law and not later than 45 within sixty (60) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the end of the Borrowerfirst Fiscal Quarter following the Closing Date), its (i) the unaudited consolidated balance sheets of Sponsor and its Subsidiaries and the unaudited balance sheet and of the Borrowers (on a combined basis for Borrowers), as at the end of such Fiscal Quarter, (ii) the related unaudited statements of operations, stockholders’ equity income and cash flows as of (A) Sponsor and its Subsidiaries and (B) the end of and Borrowers, in each case for such Fiscal Quarter and for the period from the beginning of the then elapsed portion current Fiscal Year to the end of such Fiscal YearQuarter, (in each case, without footnotes) 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year all in reasonable detail and in accordance with GAAP consistently appliedGAAP, subject and (iii) with respect to normal year-end audit adjustments any Fiscal Quarter during which a Subject Transaction is made, calculations of the unaudited balance sheets and the absence related unaudited statements of footnotes income and cash flows pursuant to clauses (i) and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, this Section 5.1(a) with respect to any Unrestricted Subsidiariessuch Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in such form each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as would be presentable to interpreted by the auditors staff of the Borrower. The Borrower represents and warrants that SEC) using the Borrower and each of its Subsidiaries file their historical financial statements with the SEC and/or make financial statements available of any business so acquired or to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent be acquired or sold or to make be sold and the financial statements to of Borrowers and the Restricted Subsidiaries, which shall be provided under Section 8.01(a) reformulated as if such Subject Transaction, and Section 8.01(b)any Indebtedness incurred or repaid in connection therewith, along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that had been consummated or incurred or repaid at the time beginning of such financial statements are provided hereunder, they shall already have been made available to holders Fiscal Quarter (and assuming that such Indebtedness bears interest during any portion of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting the applicable Fiscal Quarter prior to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within relevant acquisition at the meaning weighted average of the federal securities laws or (y) make interest rates applicable to outstanding Loans incurred during such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.period);

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 Within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year first, second and third fiscal quarters of the Borrower), its (i) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows as of the end of Borrower and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearperiod, 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) of and for the corresponding periods of the previous Fiscal Yearfiscal year, all of which shall be certified by one of its Financial Officers as presenting fairly a Responsible Officer, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects respects, the consolidated financial condition and results of operations position of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis as at the date thereof and the other Group Members results of operations for such period (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes footnotes). Notwithstanding the foregoing, the obligations in this Section 9.1 may be satisfied by the delivery of Parent’s 10-Q, filed with the SEC, within the time periods specified herein and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors extent such quarterly reports satisfy the requirements of this Section 9.1; provided that, except at any time the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securitiesParent Guaranty is in effect, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereundershall be accompanied by unaudited consolidating information that explains in reasonable detail the differences between the information relating to Parent (or Parent and its consolidated Subsidiaries), they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing on the one hand, and warranting the information relating to the Administrative Agent in writing that Borrower (x) such materials do not constitute material non-public or Borrower and its consolidated Subsidiaries), on the other hand, which unaudited consolidating information within the meaning shall be certified by a Responsible Officer of the federal securities laws or (y) make such materials that do constitute Borrower as having been fairly presented in all material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECrespects.

Quarterly Financial Statements. As soon as availableavailable after the end of each of the first three fiscal quarters of the Company (commencing with the fiscal quarter ended June 30, but 2005) and, in circumstances where (i) the financial information required to be delivered pursuant to clause (a) above is not available and (ii) a dividend is to be paid by the Company pursuant to SECTION 7.07(iii), then as soon as available after the end of the fourth fiscal quarter of the Company, and in any event in accordance with then applicable law and not later than within 45 days after the end of each of the first three Fiscal Quarters of fiscal quarters in each Fiscal Year fiscal year of the BorrowerCompany, its (i) a consolidated and consolidating balance sheet of the Company and related statements of operations, stockholders’ equity and cash flows its Consolidated Subsidiaries as of the end of such fiscal quarter, together with related consolidated and consolidating statement of operations and stockholders' equity and consolidated statement of cash flows for such Fiscal Quarter fiscal quarter and the then elapsed portion of such Fiscal Yearfiscal year, setting forth in each case in comparative form the consolidated and consolidating figures for the corresponding period or periods of (orthe preceding fiscal year, in the case and accompanied by a certificate of a Responsible Officer of the balance sheet, as of Company to the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting effect that such quarterly financial statements have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition position and consolidated results of operations and cash flows of the Borrower Company and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes and required by GAAP. As to any information contained in materials furnished pursuant to SECTION 6.02(d), the Company shall not be separately required to furnish such information under SECTION 6.01(a) or (ii) its unaudited balance sheetb), income statement and related statement of cash flows as but the foregoing shall not be in derogation of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors obligation of the Borrower. The Borrower represents Company to furnish the information and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby materials described in SECTION 6.01(a) or (1b) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECtimes specified therein.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Borrower (or such earlier date on which Borrower is required to file a Form 10-Q under the BorrowerExchange Act, its (i) as applicable), beginning with the fiscal quarter ending March 31, 2020, a consolidated balance sheet of Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income and cash flows and for such Fiscal Quarter fiscal quarter and (in respect of the then second and third fiscal quarters of such fiscal year) for the then-elapsed portion of such Fiscal YearBorrower’s fiscal year, setting forth in each case in comparative form the figures for the corresponding comparable period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Yearfiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedApplicable Accounting Standards, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheetdisclosures normally made in footnotes; provided, income statement and related statement however, that Borrower shall be deemed to have made such delivery of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their consolidated financial statements with the SEC and/or make if such consolidated financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC). Such consolidated financial statements shall be certified by a Responsible Officer of Borrower as, to his or her knowledge, fairly presenting, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower and its Subsidiaries as of the federal securities laws or (y) make such materials that do constitute material non-public information within dates and for the meaning of the federal securities laws publicly available by press release or public filing periods specified in accordance with Applicable Accounting Standards consistently applied, and on a basis consistent with the SEC.audited consolidated financial statements referred to under Section 5.2(a)(i), subject to normal year-end audit adjustments and the absence of footnotes;

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than within 45 days after the end of each of the first three 3 Fiscal Quarters of each Fiscal Year of the BorrowerCompany, its commencing with the Fiscal Quarter ending June 30, 2018, (iA) consolidated a Consolidated balance sheet of the Company and its Subsidiaries and (B) a consolidating balance sheet of the Borrowers, in each case, as at the end of such Fiscal Quarter, the related Consolidated and consolidating statements of operations, stockholders’ equity income or operations and cash flows as of the end of Company and its Subsidiaries, or the Borrowers, as applicable, for such Fiscal Quarter and for the then elapsed portion of such the Company’s Fiscal YearYear then ended (or, in the case of the statement of cash flows, solely the portion of the Company’s Fiscal Year then ended), and the Consolidated and consolidating partners’ capital (or other form of owners’ equity) of the Company and its Subsidiaries, or the Borrowers, as applicable, for the portion of the Company’s Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case Fiscal Quarter of the balance sheet, as previous Fiscal Year and the corresponding portion of the end of) the previous Fiscal Year, all in reasonable detail, such Consolidated and consolidating statements to be certified by one a Senior Officer of its Financial Officers Borrower Agent as fairly presenting fairly in all material respects the financial condition and condition, results of operations operations, partners’ capital (or other form of owners’ equity) and cash flows of the Borrower Company and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (or Borrowers, as applicable), on a consolidated basis, in each case, Consolidated and consolidating basis in accordance with GAAP consistently applied, subject only to normal year-end audit adjustments and the absence of footnotes footnotes; provided, that, any time that any Unrestricted Subsidiary has been designated under this Agreement, a Senior Officer of Borrower Agent shall deliver supplemental consolidating information that summarizes in reasonable detail the differences between the information relating to the CSI Group, on the one hand, and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any all consolidated Unrestricted Subsidiaries, in such form as would on the other hand, which consolidating information shall be presentable to the auditors certified by a Senior Officer of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent prepared in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing accordance with the SECGAAP consistently applied.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 Furnish Lenders within (i) forty-five (45) days after the end of each fiscal quarter of each fiscal year (commencing with the first three Fiscal Quarters of each Fiscal Year of fiscal quarter ending after the BorrowerClosing Date), its (ia) consolidated an unaudited balance sheet of Quantum and related its Subsidiaries, on a consolidated and consolidating basis, and unaudited statements of operationsincome, stockholders’ equity and cash flows as flow of Quantum and its 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 fiscal quarter, all prepared in accordance with GAAP in all material respects, subject to normal and year-end adjustments that individually and in the then elapsed portion aggregate are not material to the business operations of such Fiscal Year, Quantum and its Subsidiaries and setting forth in each case in comparative form the figures respective financial statements for the corresponding date and period or periods of (or, in the case previous fiscal year and (b) a written statement of management of Quantum setting forth a discussion of the balance sheetfinancial condition, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly changes in all material respects the financial condition and results of operations of the Borrower Quantum and its Consolidated Restricted Subsidiaries Subsidiaries, and (ii) five (5) Business Days after the end of the fiscal quarter ended June 30, 2024, an unaudited balance sheet and unaudited statement of income of Quantum and its Subsidiaries, on a consolidated basis and consolidating basis, for such fiscal quarter, all prepared in accordance with GAAP in all material respects, subject to normal and year-end adjustments that individually and in the other Group Members aggregate are not material to the business operations of Quantum and its Subsidiaries; provided, that each of the foregoing is subject to the proviso set forth in Section 6.9 hereof. The reports described in clause (as applicable)i) of this Section shall be accompanied by a Compliance Certificate. The financial information described in clause (ii) of this Section shall be accompanied by a certificate containing a calculation of Total Net Leverage Ratio for Quantum and its Subsidiaries, on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of June 30, 2024, which calculation may use an estimated EBITDA (to the end extent such estimate is calculated in a manner consistent with prior calculations of EBITDA as reflected in the most recent Compliance Certificate delivered by the Loan Parties), and such financial information and calculation may be used by the Agent and Required Lenders in determining compliance with Section 6.05(c) for the Fiscal Quarter most recently ended which provides consolidating statementsending June 30, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC2024.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Parent (or such earlier date on which Parent is required to file a Form 10-Q under the BorrowerExchange Act, its (i) if applicable), beginning with the fiscal quarter ending March 31, 2022, a consolidated balance sheet of Parent and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income and cash flows and for such Fiscal Quarter fiscal quarter and (in respect of the then second and third fiscal quarters of such fiscal year) for the then-elapsed portion of such 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 YearParent’s fiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedApplicable Accounting Standards, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheetdisclosures normally made in footnotes; provided, income statement and related statement however, that Borrower shall be deemed to have made such delivery of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their consolidated financial statements with the SEC and/or make if such consolidated financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC). Such consolidated financial statements shall be certified by a Responsible Officer of Parent as, to his or her knowledge, fairly presenting, in all material respects, the consolidated financial condition, results of operations and cash flows of Parent and its Subsidiaries as of the federal securities laws or (y) make dates and for the periods specified in accordance with Applicable Accounting Standards consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 5.2(a)(i), subject to normal year-end audit adjustments and the absence of footnotes; provided, however, that such materials that do constitute material noncertification by a Responsible Officer of Parent shall be deemed to have made if a similar certification is required under the Xxxxxxxx-public information Xxxxx Act of 2002 and such certification shall have been made available within the meaning of the federal securities laws publicly available by press release or public filing with time period specified above on the SEC.’s XXXXX system (or any successor system adopted by the SEC);

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 (i) Within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the BorrowerYear, its (i) consolidated an unaudited balance sheet and related statements of operations, stockholders’ equity operations and cash flows showing the consolidated financial position of HA INC (including all subsidiaries on a consolidated basis) as of the end close of and for such Fiscal Quarter and the then results of its operations during such fiscal quarter and the then-elapsed portion of such the Fiscal Year, Year and setting forth in each case in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous prior Fiscal Year, all certified by one a Financial Officer of its Financial Officers HA INC as presenting fairly presenting, in all material respects respects, the consolidated financial condition position and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, HA INC in accordance with GAAP consistently applied, (subject to normal year-end audit adjustments and the absence of footnotes and footnotes); and (ii) its Within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, an unaudited balance sheet, income statement sheet and related statement statements of cash flows operations showing the consolidated financial position of Borrowers (including all subsidiaries (if any) on a consolidated basis) as of the end close of such Fiscal Quarter and the results of its operations during such fiscal quarter and the then-elapsed portion of the Fiscal Year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior Fiscal Quarter most recently ended which provides consolidating statementsYear, including statements demonstrating eliminating all certified by a Financial Officer of Borrowers as fairly presenting, in all material respects, the consolidated financial position and results of operations of Borrowers in accordance with GAAP (subject to normal year-end consolidation entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to audit adjustments and the auditors absence of the Borrower. The Borrower represents footnotes and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(bother required statements), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As From and after the IPO Effective Date, as soon as availablepracticable, but in any event in accordance with then applicable law the Financial Delivery Practices, Centuri shall deliver to Southwest drafts of (i) the consolidated financial statements of the Centuri Group (and not later than 45 days after notes thereto) for each fiscal quarter and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of Centuri the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP; and (or, in the case ii) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Centuri Group’s financial condition and results of operations for such fiscal quarter, including an explanation of the Borrower any material period-to-period changes and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject to normal year-end audit adjustments and the absence of footnotes however, that Centuri shall deliver such information at a specified, earlier time upon Southwest’s written request with at least twenty (20) days’ advance notice. The information set forth in clauses (i) and (ii) above is referred to in this Agreement as the “Quarterly Financial Statements.” Centuri shall be responsible for reviewing its unaudited balance sheetresults and data and for informing Southwest immediately of any post-closing adjustments that come to its attention. From and after the IPO Effective Date, income statement no later than five (5) Business Days prior to the date Centuri publicly files the Quarterly Financial Statements with the SEC or otherwise makes such Quarterly Financial Statements publicly available, Centuri shall deliver to Southwest the final form of the Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Centuri in the forms required under SEC rules for periodic reports and in form and substance satisfactory to Southwest; provided, however, that Centuri may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes shall be delivered by Centuri to Southwest as soon as practicable, and in any event within twenty-four (24) hours of making any such corrections or changes; provided, further, that Southwest’s and Centuri’s legal and financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which Centuri may consider making to its Quarterly Financial Statements and related statement disclosures during the five (5) Business Days immediately prior to any anticipated filing with the SEC, with particular focus on any changes which would have an effect upon Southwest’s financial statements or related disclosures. Without limiting the foregoing, Centuri shall consult with Southwest regarding Southwest’s comments on the Quarterly Financial Statements and related disclosures and shall accept all of cash flows as of Southwest’s reasonable and appropriate comments on such Quarterly Financial Statements and related disclosures except to the end of and for extent such comments are inconsistent with applicable Law or GAAP. In addition to the Fiscal Quarter most recently ended foregoing, no Quarterly Financial Statement or any other document which provides consolidating statementsrefers to, including statements demonstrating eliminating entries, if any, or contains information not previously publicly disclosed with respect to any Unrestricted Subsidiariesthe ownership of Centuri by Southwest or the Transactions, in such form as would shall be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements filed with the SEC and/or make or otherwise made public by any Centuri Group member without the prior written consent of Southwest. Notwithstanding anything to the contrary in this Section 8.1(d), Centuri shall, unless otherwise required by applicable Law, (x) consult with Southwest as to the timing the Quarterly Financial Statements will be filed with the SEC and (y) file with the SEC the Quarterly Financial Statements no later than the date on which Southwest files with the SEC its own quarterly financial statements available for the same fiscal quarter; provided, that in the case of this clause (y), Southwest shall provide notice to potential holders Centuri of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the filing date for its own quarterly financial statements no later than thirty (30) Business Days prior to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx such filing date and (2) agrees that at any change to the time such filing date for its own quarterly financial statements are provided hereunder, they shall already have been made available no later than three (3) Business Days prior to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public new filing with the SECdate.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not no later than 45 forty-five days after the end last day of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year EDS (or, if earlier, not later than forty-eight hours following when such financial statements are filed with the SEC), Financial Statements showing the financial condition and result of operations of EDS and its consolidated Subsidiaries as of, and for the period from the beginning of the Borrowercurrent fiscal year to, its (i) consolidated balance sheet and related statements of operationssuch last day, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding period or dates and periods of the preceding fiscal year, accompanied by a certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of EDS, which certificate shall (ori) state (A) that such Financial Statements were prepared in accordance with GAAP, in the case of the balance sheetconsistently applied, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting and present fairly in all material respects the financial condition and results of operations of the Borrower EDS and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedSubsidiaries, subject to normal year-end audit adjustments and the absence of footnotes footnotes, (B) that to the best of his or her knowledge, EDS, the other Borrowers and the Subsidiary Guarantors have fulfilled all of their respective obligations under the Loan Documents, (C) whether a Potential Default has occurred and, if a Potential Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (D) whether any change in GAAP or in the application thereof that would result in any change in any Financial Statements has occurred since the date of the audited financial statements referred to in Section 6.1(d) and, if any such change has occurred, specifying, to the extent known, the effect of such change on the financial statements accompanying such certificate or, to the extent the effect of such change is not known, the reasons such effect is not known, provided that in the event the effect of any such change is not specified in such certificate, EDS shall cause to be delivered to the Administrative Agent promptly following the effect of such change becoming known, a certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of EDS, which certificate shall specify such effect, and (ii) its unaudited balance sheet, income statement and related statement of cash flows as set forth in reasonable detail the then-current calculation of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECFinancial Covenants.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not no later than 45 forty-five days after the end last day of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year EDS (or, if earlier, not later than forty-eight hours following when such financial statements are filed with the SEC), Financial Statements showing the financial condition and result of operations of EDS and its consolidated Subsidiaries as of, and for the period from the beginning of the Borrowercurrent fiscal year to, its such last day, in each case setting forth such comparable date or comparable period financial information for the prior fiscal year as may be required to be included in Quarterly Reports on Form 10-Q of EDS filed with the SEC, accompanied by a certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of EDS, which certificate shall (i) consolidated balance sheet state (A) that such Financial Statements were prepared in accordance with GAAP, consistently applied, and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such 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 one of its Financial Officers as presenting present fairly in all material respects the financial condition and results of operations of the Borrower EDS and its Consolidated Restricted consolidated Subsidiaries on a consolidated basis as of the date specified therein, and for the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedquarterly period then-ended, subject to normal year-end audit adjustments and the absence of footnotes footnotes, (B) that to the best of his or her knowledge, EDS, the other Borrowers and the Subsidiary Guarantors have fulfilled all of their respective obligations under the Loan Documents, (C) whether a Potential Default has occurred and, if a Potential Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (D) whether any change in GAAP or in the application thereof that would result in any change in any Financial Statements has occurred since the date of the audited financial statements referred to in Section 6.1(d)(i) and, if any such change has occurred, specifying, to the extent known, the effect of such change on the financial statements accompanying such certificate or, to the extent the effect of such change is not known, the reasons such effect is not known, provided that in the event the effect of any such change is not specified in such certificate, EDS shall cause to be delivered to the Administrative Agent promptly following the effect of such change becoming known, a certificate signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of EDS, which certificate shall specify such effect, and (ii) its unaudited balance sheet, income statement and related statement of cash flows as set forth in reasonable detail the then-current calculation of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECFinancial Covenants.

Quarterly Financial Statements. (a) As soon as available, but available and in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end close of each of the first three Fiscal Quarters first, second and third fiscal quarters of each Fiscal Year of Parent, the Borrower, its (i) unaudited consolidated balance sheet of Parent and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of operationsincome, stockholders’ shareholders' equity and cash flows as of the end of Parent and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearperiod, 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended corresponding periods of the previous fiscal year, all of which provides consolidating shall be certified by the chief financial or chief accounting officer of the General Partner, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of Parent and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments). Together with such financial statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiariesthe Borrowers shall deliver reports, in such form as would be presentable and detail satisfactory to the auditors 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; (v) a schedule of the Borrower. The Borrower represents Net Operating Income contribution by each Property and warrants that by each market, including a summary of the Borrower economic occupancy, rent potential, and each of income and expense for such Properties for the preceding fiscal quarter; (vi) pro forma quarterly financial information for Parent, its Subsidiaries file their financial statements with and the SEC and/or make financial statements available to potential holders other Loan Parties for the next four (4) fiscal quarters, including pro forma covenant calculations, EBITDA, sources and uses of their 144A securitiesfunds, andcapital expenditures, accordinglyNet Operating Income for the Properties, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx other income and expenses; and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (xvii) such materials do not constitute material non-public other information within as the meaning of the federal securities laws or (y) make Agent may reasonably request. Pro forma property Net Operating Income shall be broken down by market and include rent potential, economic occupancy, other income and expenses and such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECother items as Agent may reasonably require.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Borrower (or such earlier date on which Borrower is required to file a Form 10-Q under the BorrowerExchange Act, its (i) as applicable), beginning with the fiscal quarter ending March 31, 2020, a consolidated balance sheet of Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income and cash flows and for such Fiscal Quarter fiscal quarter and (in respect of the then second and third fiscal quarters of such fiscal year) for the then-elapsed portion of such Fiscal YearBorrower’s fiscal year, setting forth in each case in comparative form the figures for the corresponding comparable period or periods in the previous fiscal year, all prepared in accordance with Applicable Accounting Standards and not subject to any qualification as to “going concern” under ASC 205-40, subject to normal year-end audit adjustments and the absence of disclosures normally made in footnotes; provided, however, that Borrower shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available within the time period specified above on the SEC’s XXXXX system (oror any successor system adopted by the SEC). Such consolidated financial statements shall be certified by a Responsible Officer of Borrower as, to his or her knowledge, fairly presenting, in all material respects, the case consolidated financial condition, results of the balance sheet, operations and cash flows of Borrower and its Subsidiaries as of the end of) dates and for the previous Fiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, periods specified in accordance with GAAP Applicable Accounting Standards consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 5.2(a)(i), subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheetbut not, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statementsavoidance of doubt, including statements demonstrating eliminating entries, if any, with respect subject to any Unrestricted Subsidiariesqualification as to “going concern” under ASC 205-40); provided, in however, that such form as would certification by a Responsible Officer of Borrower shall be presentable deemed to have made if a similar certification is required under the auditors Xxxxxxxx-Xxxxx Act of the Borrower. The Borrower represents 2002 and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they certification shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with time period specified above on the SEC.’s XXXXX system (or any successor system adopted by the SEC);

Quarterly Financial Statements. As For each of the first three fiscal quarters of the Borrower’s fiscal year, as soon as available, but in any event in accordance with then applicable law and not later than 45 15 days after quarterly financial statements are required to be delivered to the end of each of the first three Fiscal Quarters of each Fiscal Year of SEC, the Borrower, its ’s (i) unaudited consolidated (combined with MEMP) and consolidating (combined for the Borrower and the Guarantors) balance sheet sheets and related statements of operations, stockholdersshareholders’ equity and cash flows as of the end of and for such Fiscal Quarter fiscal quarter and the then elapsed portion of such Fiscal Yearthe 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 Yearfiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis (combined with MEMP) and consolidating (combined for the Borrower and the other Group Members (as applicable), on a consolidated basis, in each case, Guarantors) basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes footnotes; provided that the timely filing with the SEC of the Borrower’s quarterly reports on Form 10-Q will satisfy the reporting requirements of this Section 8.01(b) and (ii) its unaudited segment balance sheetsheets, unaudited segment statements of income statement and related statement unaudited segment statements of cash flows as of the end of and for such fiscal quarter and the Fiscal Quarter most recently ended which provides consolidating statementsthen elapsed portion of the fiscal year, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiariessetting forth in each case in comparative form the figures for the corresponding period or periods of (or, in such form the case of the balance sheet, as would be presentable to of the auditors end of) the previous fiscal year, which are derived from the consolidated (combined with MEMP) and consolidating (combined for the Borrower and the Guarantors) financial statements of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the BorrowerParent, its (i) the Parent’s unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent and its Consolidated Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) the Borrower’s unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECfootnotes.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of the BorrowerBorrower (or, its if earlier, five (i5) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), 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, stockholderschanges in shareholders’ equity and cash flows as for such fiscal quarter and for the portion of the end of and for such Fiscal Quarter and the Borrower’s fiscal year then elapsed portion of such Fiscal Yearended, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case fiscal quarter of the balance sheet, as previous fiscal year and the corresponding portion of the end of) the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP and including management discussion and analysis of operating results inclusive of operating metrics in comparative form, certified by one the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of its Financial Officers the Borrower as fairly presenting fairly in all material respects the financial condition and condition, results of operations operations, shareholders’ equity and cash flows of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedSubsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes footnotes. Documents required to be delivered pursuant to Section 6.01(a) or (b) (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 (iia) its unaudited balance sheeton which the Borrower posts such documents, income statement and related statement of cash flows as of or provides a link thereto on the end of and for Borrower’s website on the Fiscal Quarter most recently ended Internet at the website address listed on Schedule 1.01(a); or (b) on which provides consolidating statements, including statements demonstrating eliminating entriessuch documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, with respect to any Unrestricted Subsidiarieswhich the Lender has access (whether a commercial, in third-party website or whether sponsored by the Lender) or (c) on which such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements documents are filed with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECon XXXXX.

Quarterly Financial Statements. As soon as availableOn a quarterly basis, but in any event in accordance with then applicable law FOX will deliver to CODI drafts of (i) the consolidated financial statements of FOX (and not later than 45 days after notes thereto) for the quarterly periods and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of FOX the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified fiscal year prepared in accordance with Article 10 of Regulation S-X and GAAP and (ii) a discussion and analysis by one management of its Financial Officers as presenting fairly in all material respects the FOX’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable)any off-balance sheet transactions, on a consolidated basis, in each case, prepared in accordance with GAAP consistently applied, subject to normal yearItem 303(b) of Regulation S-end audit adjustments and the absence of footnotes K. The information set forth in (i) and (ii) above is referred to in this Agreement as the “FOX Quarterly Financial Statements.” As soon as reasonably possible with sufficient time for CODI to incorporate such information into its unaudited balance sheet, income statement own financial statements and related statement disclosures, FOX will deliver to CODI the final form of cash flows FOX Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of FOX in substantially the forms required under the SEC rules for periodic reports; provided, however, that FOX may continue to revise such Quarterly Financial Statements prior to its filing thereof in order to make corrections, updates and changes, which corrections, updates and changes, if substantive, will be delivered by FOX to CODI as soon as reasonably possible. At CODI’s request, FOX’s representatives will consult and discuss with CODI’s representatives any such corrections, updates and changes. The foregoing requirement will not apply to the first quarterly reporting period of FOX after the IPO if FOX is not required to file its Form 10-Q for such period within forty-five (45) days of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECquarter.

Quarterly Financial Statements. As soon as availablepracticable, but and in any event in accordance with then applicable law and not no later than 45 days after the end earlier of (x) ten (10) Business Days prior to the date on which Outdoor is required to file a Form 10-Q or other document containing Quarterly Financial Statements with the SEC for each of the first three Fiscal Quarters (3) fiscal quarters in each fiscal year of each Fiscal Year Outdoor, and (y) five (5) Business Days prior to the date on which CCU has notified Outdoor that CCU intends to file its Form 10-Q or other document containing quarterly financial statements with the SEC, Outdoor will deliver to CCU drafts of (A) the consolidated financial statements of the Borrower, its Outdoor Group (iand notes thereto) consolidated balance sheet for such periods and related statements for the period from the beginning of operations, stockholders’ equity and cash flows as of the current fiscal year to the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of Outdoor the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (or, in the case B) a discussion and analysis by Outdoor’s management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Outdoor Group’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject however, that Outdoor will deliver such information at such earlier time upon CCU’s written request with thirty (30) days’ notice resulting from CCU’s determination to normal year-end audit adjustments and accelerate the absence timing of footnotes the filing of its financial statements with the SEC. The information set forth in clauses (A) and (iiB) above is referred to in this Agreement as the “Quarterly Financial Statements.” No later than the earlier of (1) three (3) Business Days prior to the date Outdoor publicly files the Quarterly Financial Statements with the SEC or otherwise makes such Quarterly Financial Statements publicly available, and (2) three (3) Business Days prior to the date on which CCU has notified Outdoor that CCU intends to file its unaudited balance sheetquarterly financial statements with the SEC, income statement Outdoor will deliver to CCU the final form of the Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Outdoor in the forms required under SEC rules for periodic reports; provided, however, that Outdoor may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Outdoor to CCU as soon as practicable, and in any event within eight (8) hours thereafter; provided, further, that CCU’s and Outdoor’s financial Representatives will actively consult with each other regarding any changes (whether or not substantive) that Outdoor may consider making to the Quarterly Financial Statements and related statement of cash flows as of disclosures during the end of and for two (2) Business Days immediately prior to any anticipated filing with the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if anySEC, with respect to particular focus on any Unrestricted Subsidiaries, in such form as changes which would be presentable have an effect upon CCU’s financial statements or related disclosures. In addition to the auditors foregoing, no Quarterly Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to, CCU’s ownership interest in Outdoor or the Separation will be filed with the SEC or otherwise made public by any Outdoor Group member without the prior written consent of CCU. Notwithstanding anything to the Borrower. The Borrower represents contrary in this Section 4.1(a)(iv), Outdoor will file the Quarterly Financial Statements with the SEC on the same date and warrants at substantially the same time that the Borrower and each of CCU files its Subsidiaries file their quarterly financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available unless otherwise required by press release or public filing with the SECapplicable law.

Quarterly Financial Statements. As soon as available, but available and in any event in accordance with then applicable law and not later than 45 within forty-five (45) calendar days after the end of each of the first three Fiscal Quarters fiscal quarters in each fiscal year (or such earlier or later date, from time to time established by the SEC in accordance with the Securities Exchange Act of each Fiscal Year 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), financial statements of the Borrower, its consisting of a consolidated (iand, if delivered pursuant to the NJR Note Agreements, consolidating) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such fiscal quarter and related consolidated (and, if delivered pursuant to the NJR Note Agreements, consolidating) statements of income, stockholders' equity and cash flows for such Fiscal Quarter the fiscal quarter then ended and the then elapsed portion of such 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 Yearfiscal year through that date, all in reasonable detail and 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the absence respective financial statements for the corresponding date and period in the previous fiscal year. The Loan Parties will be deemed to have complied with the delivery requirements of footnotes and this Section 8.3.1 if within forty-five (ii45) its unaudited balance sheet, income statement and related statement of cash flows as of days after the end of and for their fiscal quarter (or such earlier or later date, from time to time established by the Fiscal Quarter most recently ended which provides consolidating statementsSEC in accordance with the Securities Exchange Act of 1934, including statements demonstrating eliminating entriesas amended, if any, with respect or within fifty (50) days in the event the Borrower shall file its Form 10-Q within the extension period pursuant to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors Rule 12b-25 of the Borrower. The Borrower represents and warrants that Securities Exchange Act of 1934, as amended), the Borrower and each files a copy of its Subsidiaries file their financial statements Form 10-Q with the SEC and/or make financial statements available to potential holders of their 144A securitieson its Electronic Data Gathering, andAnalysis and Retrieval system (or the SEC’s successor electronic system) (collectively, accordingly, the Borrower hereby (1"XXXXX") authorizes the Administrative Agent to make and the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to contained therein meets the Administrative Agent requirements described in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECthis Section.

Quarterly Financial Statements. As soon as availablepracticable, but in any event in accordance with then applicable law the Financial Delivery Practices, Envista will deliver to Xxxxxxx drafts of (i) the consolidated financial statements of the Envista Group (and not later than 45 days after notes thereto) for each fiscal quarter and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of Envista the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (or, in the case ii) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Envista Group’s financial condition and results of operations for such fiscal quarter, including an explanation of the Borrower any material period-to-period changes and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject to normal year-end audit adjustments and the absence of footnotes however, that Envista will deliver such information at a specified, earlier time upon Xxxxxxx’x written request with at least twenty (20) days’ advance notice. The information set forth in (i) and (ii) above is referred to in this Agreement as the “Quarterly Financial Statements.” No later than seven (7) Business Days prior to the date Envista publicly files the Quarterly Financial Statements with the Commission or otherwise makes such Quarterly Financial Statements publicly available, Envista will deliver to Xxxxxxx the final form of the Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Envista in the forms required under Commission rules for periodic reports and in form and substance satisfactory to Xxxxxxx; provided, however, that Envista may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Envista to Xxxxxxx as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that Xxxxxxx’x and Envista’s legal and financial representatives will actively consult with each other regarding any changes (whether or not substantive) which Envista may consider making to its unaudited balance sheet, income statement Quarterly Financial Statements and related statement disclosures during the seven (7) Business Days immediately prior to any anticipated filing with the Commission, with particular focus on any changes which would have an effect upon Xxxxxxx’x financial statements or related disclosures. Without limiting the foregoing, Envista will consult with Xxxxxxx regarding Xxxxxxx’x comments on the Quarterly Financial Statements and related disclosures and shall accept all of cash flows as of Xxxxxxx’x comments on such Quarterly Financial Statements and related disclosures except to the end of and for extent such comments are inconsistent with applicable Law or GAAP. In addition to the Fiscal Quarter most recently ended foregoing, no Quarterly Financial Statement or any other document which provides consolidating statementsrefers to, including statements demonstrating eliminating entries, if any, or contains information not previously publicly disclosed with respect to the ownership of Envista by Xxxxxxx or the Transactions, will be filed with the Commission or otherwise made public by any Unrestricted Subsidiaries, in such form as would be presentable Envista Group member without the prior written consent of Xxxxxxx. Notwithstanding anything to the auditors of contrary in this Section 7.1(d), Envista will not file its Quarterly Financial Statements with the Borrower. The Borrower represents and warrants Commission prior to the time that Xxxxxxx files the Borrower and each of its Subsidiaries file their Xxxxxxx quarterly financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available Commission unless otherwise required by press release or public filing with the SECapplicable Law.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Issuer (or such earlier date on which Issuer or Parent is required to file a Form 10-Q under the BorrowerExchange Act, its (i) as applicable), beginning with the fiscal quarter ending March 31, 2021, a consolidated balance sheet of Issuer and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income and cash flows and for such Fiscal Quarter fiscal quarter and (in respect of the then second and third fiscal quarters of such fiscal year) for the then-elapsed portion of Issuer's fiscal year, all prepared in accordance with Applicable Accounting Standards (which may be subject to a “going concern” qualification under ASC 205-40 or the equivalent under the Applicable Accounting Standards if, and only if, such Fiscal Year“going concern” qualification does not relate to near-term liquidity), setting forth subject to normal year-end audit adjustments and the absence of disclosures normally made in each case in comparative form footnotes; provided, however, that Borrower shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available within the figures for time period specified above on the corresponding period SEC’s XXXXX system (or periods any successor system adopted by the SEC). Such consolidated financial statements shall be certified by a Responsible Officer of (orIssuer as, to his or her knowledge, fairly presenting, in all material respects, the case consolidated financial condition, results of the balance sheet, operations and cash flows of Issuer and its Subsidiaries as of the end of) dates and for the previous Fiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, periods specified in accordance with GAAP Applicable Accounting Standards consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 5.2(a)(i), subject to normal year-end audit adjustments and the absence of footnotes (and (ii) its unaudited balance sheetwhich, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statementsavoidance of doubt, including statements demonstrating eliminating entriesmay be subject to a “going concern” qualification under ASC 205-40 or the equivalent under the Applicable Accounting Standards if, and only if, such “going concern” qualification does not relate to near-term liquidity); provided, however, that such certification by a Responsible Officer of Issuer shall be deemed to have made if any, with respect to any Unrestricted Subsidiaries, in a similar certification is required under the Xxxxxxxx-Xxxxx Act of 2002 and such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they certification shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with time period specified above on the SEC.’s XXXXX system (or any successor system adopted by the SEC);

Quarterly Financial Statements. As soon as availablepracticable and within Agilent's standard financial reporting timeline, but and in any event in accordance with then applicable law and not no later than 45 days after ten (10) Business Days prior to the date on which Agilent has notified Verigy that Agilent intends to file its Form 10-Q or other document containing quarterly financial statements with the SEC, Verigy will deliver to Agilent drafts of (A) the consolidated financial statements of the Verigy Group (and notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of Verigy the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (or, in the case B) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Verigy Group's financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject however, that the foregoing requirement shall not apply to normal yearthe first quarterly reporting period of Verigy following the IPO if Verigy is not required by the Exchange Act to file its Form 10-end audit adjustments and the absence of footnotes and Q for such period within forty-five (ii45) its unaudited balance sheet, income statement and related statement of cash flows as days of the end of such quarter. The information set forth in (A) and for (B) above is referred to in this Agreement as the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable "Quarterly Financial Statements." No later than three (3) Business Days prior to the auditors of date on which Agilent has notified Verigy that Agilent intends to file the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their Agilent quarterly financial statements with the SEC, Verigy will use its commercially reasonable efforts to deliver to Agilent the final form of the Verigy Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Verigy in substantially the forms required under SEC and/or make financial statements available rules for periodic reports and in form and substance satisfactory to potential holders of their 144A securitiesAgilent; provided, andhowever, accordingly, that Verigy may continue to revise such Quarterly Financial Statements prior to the Borrower hereby (1) authorizes the Administrative Agent filing thereof in order to make corrections and changes which corrections and changes will be delivered by Verigy to Agilent as soon as practicable, and in any event within eight (8) hours thereafter; provided, further, that Agilent's and Verigy's financial Representatives will actively consult with each other regarding any changes which Verigy may consider making to its Quarterly Financial Statements and related disclosures during the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and two (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available Business Days immediately prior to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public anticipated filing with the SEC, to the extent that such changes would have an effect upon Agilent's financial statements or related disclosures. In addition to the foregoing, no Quarterly Financial Statement or any other document which refers, or contains information not previously publicly disclosed with respect to the ownership of Verigy by Agilent, the separation of Verigy from Agilent or the Distribution will be filed with the SEC or otherwise made public by any Verigy Group member without the prior written consent of Agilent, which will not be unreasonably withheld. Agilent and Verigy will cooperate with each other and use commercially reasonable efforts to file their respective quarterly reports on the same day; provided, however, that the foregoing requirement shall not apply to the first quarterly reporting period of Verigy following the IPO if Verigy is not required by the Exchange Act to file its Form 10-Q for such period within forty-five (45) days of the end of such quarter.

Quarterly Financial Statements. As soon as availablepracticable, but and in any event in accordance with then applicable law and not no later than 45 days after the end earlier of (x) ten (10) Business Days prior to the date on which Brands is required to file a Form 10-Q or other document containing Quarterly Financial Statements with the SEC for each of the first three Fiscal Quarters (3) fiscal quarters in each fiscal year of each Fiscal Year Brands, and (y) five (5) Business Days prior to the date on which Alon USA has notified Brands that Alon USA intends to file its Form 10-Q or other document containing quarterly financial statements with the SEC, Brands will deliver to Alon USA drafts of (A) the consolidated financial statements of the Borrower, its Brands Group (iand notes thereto) consolidated balance sheet for such periods and related statements for the period from the beginning of operations, stockholders’ equity and cash flows as of the current fiscal year to the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of Brands the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (or, in the case B) a discussion and analysis by Brands’ management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Brands Group’s financial condition and results of operations for such fiscal period, including an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject however, that Brands will deliver such information at such earlier time upon Alon USA’s written request with thirty (30) days’ notice resulting from Alon USA’s determination to normal year-end audit adjustments and accelerate the absence timing of footnotes the filing of its financial statements with the SEC. The information set forth in clauses (A) and (iiB) above is referred to in this Agreement as the “Quarterly Financial Statements.” No later than the earlier of (1) three (3) Business Days prior to the date Brands publicly files the Quarterly Financial Statements with the SEC or otherwise makes such Quarterly Financial Statements publicly available, and (2) three (3) Business Days prior to the date on which Alon USA has notified Brands that Alon USA intends to file its unaudited balance sheetquarterly financial statements with the SEC, income statement Brands will deliver to Alon USA the final form of the Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Brands in the forms required under SEC rules for periodic reports; provided, however, that Brands may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Brands to Alon USA as soon as practicable, and in any event within eight (8) hours thereafter; provided, further, that Alon USA’s and Brands’ financial Representatives will actively consult with each other regarding any changes (whether or not substantive) that Brands may consider making to the Quarterly Financial Statements and related statement of cash flows as of disclosures during the end of and for two (2) Business Days immediately prior to any anticipated filing with the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if anySEC, with respect to particular focus on any Unrestricted Subsidiaries, in such form as changes which would be presentable have an effect upon Alon USA’s financial statements or related disclosures. In addition to the auditors foregoing, no Quarterly Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to, Alon USA’s ownership interest in Brands or the Separation will be filed with the SEC or otherwise made public by any Brands Group member without the prior written consent of Alon USA. Notwithstanding anything to the Borrower. The Borrower represents contrary in this Section 4.1(a)(iv), Brands will file the Quarterly Financial Statements with the SEC on the same date and warrants at substantially the same time that the Borrower and each of Alon USA files its Subsidiaries file their quarterly financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available unless otherwise required by press release or public filing with the SECapplicable law.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within sixty (60) days (or such earlier date on which Borrower is required to file a Form 10-Q under the Exchange Act, if applicable) after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of the Borrower, its (i) beginning with the fiscal quarter ending March 31, 2018, a consolidated balance sheet of Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income and cash flows and for such Fiscal Quarter fiscal quarter and (in respect of the then second and third fiscal quarters of such fiscal year) for the then-elapsed portion of such Fiscal YearBorrower’s fiscal year, setting forth in each case in comparative form the figures for the corresponding comparable period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Yearfiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedApplicable Accounting Standards, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheetdisclosures normally made in footnotes; provided, income statement and related statement however, that Borrower shall be deemed to have made such delivery of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their consolidated financial statements with the SEC and/or make if such consolidated financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC). Such consolidated financial statements shall be certified by a Responsible Officer of Borrower as, to his or her knowledge, fairly presenting, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower and its Subsidiaries as of the federal securities laws or (y) make such materials that do constitute material non-public information within dates and for the meaning of the federal securities laws publicly available by press release or public filing periods specified in accordance with Applicable Accounting Standards consistently applied, and on a basis consistent with the SEC.audited consolidated financial statements referred to under Section 5.2(a)(i), subject to normal year-end audit adjustments and the absence of footnotes;

Quarterly Financial Statements. As soon as available, but practicable and in any event in accordance with then applicable law and not later than 45 within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ended March 31, 2013), an unaudited Consolidated and consolidating balance sheet of the Borrower, Borrower and its (i) consolidated balance sheet Subsidiaries as of the close of such fiscal quarter and related unaudited Consolidated and consolidating statements of operationsincome, stockholders’ equity retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the balance sheeteffect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, as and certified by the chief financial officer of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated and consolidating basis as of their respective dates and the results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and for the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedrespective periods then ended, subject to normal year-year end audit adjustments and the absence of footnotes footnotes. Delivery by the Borrower to the Administrative Agent and (ii) its unaudited balance sheet, income statement and related statement the Lenders of cash flows as of Borrower’s quarterly report to the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, SEC on Form 10-Q with respect to any Unrestricted Subsidiariesfiscal quarter, in or the availability of such form as would quarterly report on XXXXX Online or any other publicly available database, within the period specified above shall 43360385_8 be presentable deemed to the auditors of the Borrower. The Borrower represents and warrants that be compliance by the Borrower and each with this Section 8.1(a), provided that in the case of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordinglya posting on XXXXX Online or any other applicable database, the Borrower hereby (1) authorizes shall promptly notify the Administrative Agent (by telecopy or electronic mail) of the availability of such documents and the website of such database. Notwithstanding anything contained herein, in every instance the Borrower shall be required to make provide paper copies of the financial statements to be provided under Officer’s Compliance Certificates required by Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting 8.2 to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent in writing that (x) such materials do not constitute material non-public information within shall have no obligation to request the meaning delivery or to maintain copies of the federal securities laws documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or (y) make maintaining its copies of such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECdocuments.

Quarterly Financial Statements. As soon as available, but practicable and in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (or, if either such date is earlier, on the date of any required public filing thereof, or five (5) days following any date on which the Borrower may be required by GAAP to file such statements), an unaudited Consolidated and consolidating balance sheet of the Borrower, Borrower and its (i) consolidated balance sheet Subsidiaries as of the close of such Fiscal Quarter and related unaudited Consolidated and consolidating statements of operationsincome, stockholders’ equity retained earnings and cash flows for the Fiscal Quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the balance sheeteffect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, as and certified by the chief financial officer of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated and consolidating basis as of their respective dates and the results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and for the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedrespective periods then ended, subject to normal year-year end audit adjustments adjustments. Delivery by the Borrower to the Administrative Agent and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as Lenders of the end of and for Borrower’s quarterly report to the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, SEC on Form 10-Q with respect to any Unrestricted SubsidiariesFiscal Quarter, in or the availability of such form as would report on XXXXX Online, within the period specified above shall be presentable deemed to the auditors of the Borrower. The Borrower represents and warrants that be compliance by the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under this Section 8.01(a) and Section 8.01(b8.1(a), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within fifty (50) days after the end of each Fiscal Quarter for each of the first three Fiscal Quarters of each Fiscal Year of Company, the Borrower, its (i) consolidated balance sheet sheets of Company and related statements of operations, stockholders’ equity and cash flows its Restricted Subsidiaries as of at the end of such Fiscal Quarter, (ii) consolidated balance sheet of ETP and its Subsidiaries, as at the end of such Fiscal Quarter, (iii) (A) related consolidated statements of cash flows of Company and its Restricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then elapsed portion current Fiscal Year to the end of such Fiscal YearQuarter, setting forth in each case comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (and, if requested by the Administrative Agent, the corresponding figures from the Financial Plan for the current Fiscal Year), all in reasonable detail, together with a Financial Officer Certification with respect thereto and (B) related consolidated statement of operations and cash flows of Company and its Restricted Subsidiaries for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter setting forth in comparative form the corresponding 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 one of its in reasonable detail, together with a Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance Officer Certification with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes respect thereto and (iiiv) its unaudited balance sheet, income statement and (A) related consolidated statement of cash flows as for ETP and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of and such Fiscal Quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year (and, if requested by the Administrative Agent, the corresponding figures from the Financial Plan for the current Fiscal Year), all in reasonable detail, together with a Financial Officer Certification with respect thereto, and (B) related consolidated statement of operations and cash flows of ETP and its Subsidiaries for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter most recently ended which provides consolidating statementssetting forth in comparative form the corresponding figures for the corresponding periods in the previous Fiscal Year, including statements demonstrating eliminating entriesall in reasonable detail, if anytogether with a Financial Officer Certification with respect thereto; provided, however, that with respect to any Unrestricted SubsidiariesETP, in such form as would be presentable to the auditors extent any of the Borrower. The Borrower represents materials set forth in clauses (ii) and warrants that the Borrower and each of its Subsidiaries file their financial statements (iv) are timely filed with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordinglySecurities and Exchange Commission, the Borrower hereby (1) authorizes the Administrative Agent delivery requirement hereunder with respect to make the financial statements to such ETP materials shall be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.deemed satisfied;

Quarterly Financial Statements. As soon as available, but practicable and in any event in accordance with then applicable law and not later than 45 within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the end of each of the first three Fiscal Quarters fiscal quarter of each Fiscal Year Year, an unaudited Consolidated balance sheet of the Borrower, Borrower and its (i) consolidated balance sheet Subsidiaries as of the close of such fiscal quarter and related unaudited Consolidated statements of operationsincome, stockholders’ equity retained earnings and cash flows and a report containing management's discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the balance sheeteffect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, as and certified by the chief financial officer of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and for the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedrespective periods then ended, subject to normal year-year end audit adjustments adjustments. Delivery by the Borrower to the Administrative Agent and the absence Lenders of footnotes the Borrower's quarterly report to the SEC on Form 10-Q with respect to any fiscal quarter within the period specified above shall be deemed to be compliance by the Borrower with this Section 7.1(a) (it being agreed that such quarterly report shall be deemed delivered on the date that (i) such report is posted on the website of the SEC at xxx.xxx.xxx or on the website of the Borrower at xxx.Xxxxxxx.xxx and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes has provided the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(bwith written notice of such posting), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as available(a) Furnish the Lender within five (5) days after submission to the SEC in accordance with all applicable SEC rules and regulations, but in any event in accordance with then applicable law and not no later than 45 sixty (60) days after the end of each fiscal quarter of the first three Fiscal Quarters of each Fiscal Year of the BorrowerBTL, its (i) consolidated an unaudited balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower BTL and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members unaudited statements of operations (as applicable), including income statements and balance sheets) and cash flow of BTL and its Subsidiaries on a consolidated basisbasis reflecting results of operations from the beginning of the fiscal year to the end of each of the first, second and third fiscal quarters of BTL, prepared on a basis consistent with prior practices and complete and correct in each case, in accordance with GAAP consistently appliedall material respects, subject to normal year-and recurring year end audit adjustments that individually and in the aggregate are not material to the business of BTL and its Subsidiaries. The reports shall be accompanied by a certificate of BTL signed by BTL's Chief Financial Officer which shall state that, based on an examination sufficient to permit him 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 absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, steps being taken by BTL with respect to any Unrestricted Subsidiariessuch event, in and such form as would be presentable certificate shall have appended thereto calculations which set forth compliance with the requirements or restrictions imposed by Sections 6.5, 7.6 and 7.11 hereof. (b) Furnish to the auditors lender on or before August 10, 2007, a forecast of cash flow of BTL and its Subsidiaries on a consolidated basis for the thirteen (13) consecutive weeks ending November 9, 2007, prepared on a basis consistent with past practices and complete and correct in all material respects. 13. The following schedules to the Credit Agreement are hereby deleted in their entirety and replaced by the corresponding schedules attached hereto: 5.2(b), 5.8(d), 5.9 and 5.14. 14. The provisions of Sections 2 through 13 and 15 of this Third Amendment shall not become effective until the Lender has received the following, each in form and substance acceptable to the Lender: (a) this Third Amendment, duly executed by each Loan Party, the Lender and the Issuer; (b) an amendment/waiver fee in the amount of Ten Thousand and 00/100 Dollars ($10,000.00); and (c) payment of all costs and expenses including, without limitation, reasonable attorneys' fees and disbursements incurred by the Lender on its behalf or on behalf of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements Issuer in connection with the SEC and/or make financial statements available to potential holders of their 144A securities, this Third Amendment; and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (xd) such materials do not constitute material non-public information within other documents as may be reasonably requested by the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECLender.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three (3) Fiscal Quarters (commencing with the Fiscal Quarter ending March 31, 2021) of each Fiscal Year of AdaptHealth Corp., Holdings, and the BorrowerLoan Parties and their Subsidiaries, its (i) consolidated balance sheet sheets of AdaptHealth Corp., Holdings, and the Loan Parties and their Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated statements of income or operations, stockholdersretained earnings, shareholders’ equity and cash flows as of the end of and for such Fiscal Quarter and for the then elapsed portion of such the Fiscal YearYear then ended, 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) of and for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and certified by one an Authorized Officer of its Financial Officers the Borrower as fairly presenting fairly in all material respects the financial condition and condition, results of operations operations, shareholders’ equity and cash flows of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis AdaptHealth Corp., Holdings, and the other Group Members (as applicable), on a consolidated basis, in each case, Loan Parties and their Subsidiaries in accordance with GAAP consistently appliedGAAP, subject only to normal year-end audit adjustments and the absence of footnotes footnotes; and Notwithstanding the foregoing, documents required to be delivered pursuant to clauses (a) and (b) of this Section 7.1 (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 such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) its unaudited balance sheet, income statement and related statement of cash flows as of on which such documents are posted on the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entriesLoan Parties’ behalf on an Internet or intranet website, if any, with respect to any Unrestricted Subsidiarieswhich each Lender and the Administrative Agent have access (whether a commercial, in third-party website or whether made available by the Administrative Agent). Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants documents; provided that the Borrower and each of its Subsidiaries file their financial statements with shall promptly notify (which may be by electronic mail) the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the CHAR1\1982293v2 Administrative Agent to make of the financial statements to be provided under Section 8.01(a) filing and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx availability of any such item and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting provide to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECelectronic mail a link thereto.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 Within forty-five (45) days after the end close of each of the first three Fiscal Quarters of (3) quarterly accounting periods in each Fiscal Year of the BorrowerAdministrative Borrower (or, its if earlier, ten (i10) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), the consolidated balance sheet of the Administrative Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of 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 such Fiscal Quarter and the then elapsed portion of the Fiscal Year ended with the last day of such Fiscal Yearquarterly accounting period, setting forth in each case in setting forth comparative form the figures for the corresponding quarterly accounting period or periods of (or, in the case of the balance sheet, as of the end of) the previous prior Fiscal Year, all of which shall be certified by one the chief financial officer of its Financial Officers as presenting the Administrative Borrower that they fairly present in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedthe financial condition of the Administrative Borrower and its Restricted Subsidiaries as of the dates indicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheetfootnotes; provided, income statement and related statement of cash flows as of that at any time the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to Administrative Borrower has any Unrestricted Subsidiaries, that, individually or in such form the aggregate, with any other Subsidiary designated by the Administrative Borrower as an Unrestricted Subsidiary at any time after the Effective Date, would be presentable to constitute a Significant Subsidiary, then the auditors quarterly financial information required by this Section 8.01(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Administrative Borrower and its Restricted Subsidiaries excluding the financial condition and results of operations of the Unrestricted Subsidiaries of the Administrative Borrower. The Borrower represents and warrants ; provided, further, that in the event that the Administrative Borrower is no longer required to file reports and each of its Subsidiaries file their financial registration statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordinglySEC, the Administrative Borrower hereby (1) authorizes will furnish, concurrently with the Administrative Agent to make delivery of the financial statements referred to be provided under Section 8.01(a) and Section 8.01(bin this clause (a), along with the Loan Documents, available to Public-Xxxxxx a copy of management’s discussion and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning analysis of the federal securities laws or (y) make important operational and financial developments during such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECquarterly accounting period.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 days practicable after the end of each every fiscal quarter of Borrowers other than and except only for the first three Fiscal Quarters fourth (4th) and final fiscal quarter of each Fiscal Year of fiscal year, and in any event within sixty (60) days thereafter, Borrowers shall furnish to the BorrowerBank the following internally prepared financial statements, its on a sound accounting basis in accordance with GAAP, consistently applied: (i) consolidated A balance sheet and related statements of operations, stockholders’ equity and cash flows as of Borrowers at the end of such period, and (ii) A statement of income of Borrowers for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearperiod with year-to-date earnings, setting forth in each case in comparative form the figures for the corresponding period previous fiscal year, if applicable, all in reasonable detail. The preparer of the financial reports (the President or periods Chief Financial Officer or Manager of (Borrower) shall execute and deliver to the Bank a quarterly compliance certification in the form of Exhibit B annexed hereto, including that he/she has obtained no knowledge of any Event of Default or Default as defined herein, or, if any Event of Default or Default existed or exists, specifying the nature and period of existence thereof and that the each of Borrowers is in the case of the balance sheetcompliance with all covenants, as of the end of) the previous Fiscal Yearwarranties, all certified by one of its Financial Officers as presenting fairly in all material respects and representations set forth herein, including the financial condition and results covenant of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members Section 6.28. (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and b) Annual Financial Statements. Within one hundred twenty (ii120) its unaudited balance sheet, income statement and related statement of cash flows as days of the end of and for the Fiscal Quarter most recently ended which provides consolidating statementscalendar year, including Borrowers shall provide the Bank with their annual, financial statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable audited by an outside firm of CPAs reasonably acceptable to the auditors Bank, prepared on a sound accounting basis in accordance with GAAP, consistently applied (including balance sheets and income statements) signed by the chief financial officer of each Borrower (including the Borrowerinformation in Section 6.6(a) (i) and (ii), respectively, above for such entire applicable fiscal year period). The Borrower represents and warrants that annual financial 29 statements shall be delivered together with a compliance certificate substantially in the Borrower and each of its Subsidiaries file form set forth in in Exhibit B. (c) Tax Returns. Annually, on or before the extended date such returns are due, Borrowers shall provide the Bank with their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby tax returns. (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(bd), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. (i) As soon as available, but in any event in accordance with then applicable law and not later than 45 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of the BorrowerBorrower commencing with the fiscal quarter ending September 30, 2016, its (i) consolidated balance sheet and related statements of operations, stockholdersowners’ equity and cash flows as of the end of and for such Fiscal Quarter fiscal quarter and the then elapsed portion of such Fiscal Yearthe 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 Yearfiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and footnotes. (ii) As soon as available, but in any event in accordance with then applicable law and not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year of Parent commencing with the fiscal quarter ending September 30, 2016, its unaudited consolidated balance sheet, income statement sheet and related statement statements of operations, owners’ equity and cash flows as of the end of and for such fiscal quarter and the Fiscal Quarter most recently ended which provides consolidating statementsthen elapsed portion of the fiscal year, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiariessetting forth in each case in comparative form the figures for the corresponding period or periods of (or, in such form as would be presentable to the auditors case of the Borrower. The Borrower represents and warrants that balance sheet, as of the Borrower and each end of) the previous fiscal year, all certified by one of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make Financial Officers as presenting fairly in all material respects the financial statements condition and results of operations of Parent and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to be provided under Section 8.01(a) normal year-end audit adjustments and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders absence of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECfootnotes.

Quarterly Financial Statements. (i) As soon as available, but and in any event in accordance with then applicable law and not later than 45 within forty-five days after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Year (including the fourth Fiscal Quarter) (or, in the case of the BorrowerFiscal Quarters ending December 31, its (i) 2020, March 31, 2021, June 30, 2021 and September 30, 2021, within sixty days after the end of such Fiscal Quarter), the consolidated balance sheet of Parent and its Subsidiaries (or, with respect to any Fiscal Quarter ending on or prior to March 31, 2020, Company and its Subsidiaries) as at the end of such Fiscal Quarter and the related consolidated statements of operationsincome, stockholders’ equity and cash flows as of the end of Parent and its Subsidiaries (or, with respect to any Fiscal Quarter ending on or prior to March 31, 2020, Company and its Subsidiaries) for such Fiscal Quarter and for the period from the beginning of the then elapsed portion current Fiscal Year to the end of such Fiscal YearQuarter, setting forth in each case in comparative form the corresponding 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 (except for any such periods prior to the Closing Date with respect to which comparative figures are not available) and, with respect to periods covered by any Financial Plan required to be delivered hereunder, the corresponding figures from the Financial Plan for the current Fiscal Year, all certified by one of its in reasonable detail, together with a Financial Officers as presenting fairly in all material respects the financial condition Officer Certification and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance Narrative Report with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and respect thereto; (ii) its unaudited as soon as available, and in any event within forty-five days after the Fiscal Quarter ending March 31, 2020, the balance sheet, income statement and related statement sheet of cash flows Five Points as of the end of such Fiscal Quarter and the related statements of income, stockholders’ equity and cash flows of Five Points for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter most recently ended (which provides consolidating statementsfinancial statements may be, including statements demonstrating eliminating entriesbut need not be, if anyprepared in accordance with GAAP), with respect and (iii) on a quarterly basis, promptly after such reports become available, (A) copies of any and all quarterly reporting provided or otherwise made available by any Controlled Fund or its Controlled Fund GP to the limited partners of such Controlled Fund, and (B) copies of any and all quarterly reporting provided or otherwise made available by any Controlled Fund GP to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.members;

Quarterly Financial Statements. As soon as available, but available and in any event in accordance with then applicable law and not later than within 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year, Consolidated and consolidating balance sheets of the Borrower, Borrower and its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter the period commencing at the end of the previous fiscal quarter and ending with the then elapsed portion end of such Fiscal Yearfiscal quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Yearpreceding fiscal year, all in reasonable detail and duly 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments adjustments) by the Chief Financial Officer as having been prepared in accordance with GAAP. all such financial statements shall be complete and correct in all material respects (subject, in the absence case of footnotes interim statements, to normal recurring year-end audit adjustments) and to be prepared in reasonable detail and, in the case of the annual and quarterly financial statements provided in accordance with subsections (a) and (iib) its unaudited balance sheetabove, income statement in accordance with GAAP applied consistently throughout the periods reflected therein and related statement of cash flows as further accompanied by a description of, and an estimation of the end of and for effect on the Fiscal Quarter most recently ended which provides consolidating statementsfinancial statements on account of, including statements demonstrating eliminating entriesa change, if any, with respect in GAAP as provided in Section 1.3(b). Notwithstanding the foregoing, financial statements and reports required to any Unrestricted Subsidiaries, in such form as would be presentable delivered pursuant to the auditors foregoing provisions of this Section may be delivered electronically and if so, shall be deemed to have been delivered on the Borrower. The Borrower represents and warrants that date on which the Administrative Agent receives such reports from the Borrower and each of its Subsidiaries file their financial statements with through electronic mail; provided that, upon the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordinglyAdministrative Agent’s request, the Borrower shall provide paper copies of any documents required hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECAgent.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than Within 45 days after the end close of each of the first three Fiscal Quarters of in each Fiscal Year of the BorrowerYear, its (i) the consolidated balance sheet of CVR Energy and its Subsidiaries (which, for the purposes of this Section 9.01(b), may include any Unrestricted Subsidiaries to the extent that such Persons are required to be consolidated with CVR Energy and its Subsidiaries in CVR Energy’s consolidated financial statements in accordance with GAAP) as at the end of such Fiscal Quarter and the related consolidated statements of operations, income and stockholders’ equity and statement of cash flows as and position summary with respect to obligations of the end of and Credit Parties under Commodity Agreements for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year ended with the last day of such Fiscal YearQuarter, setting forth in each case in setting forth comparative form the figures for the corresponding period or periods of (or, Fiscal Quarter in the case prior Fiscal Year and comparable budgeted figures for such Fiscal Quarter as set forth in the respective budget delivered pursuant to Section 9.01(e), all of which shall be certified by an Authorized Officer of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting Company that they fairly present in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedthe financial condition of CVR Energy 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 footnotes, and (ii) its unaudited balance sheet, income statement management’s discussion and related statement of cash flows as analysis of the end of important operational and for the financial developments during such Fiscal Quarter most recently ended which provides consolidating statementsQuarter; provided, including statements demonstrating eliminating entriesthat, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements CVR Energy has filed with the SEC and/or make its quarterly report on Form 10-Q for the respective Fiscal Quarter containing management’s discussion and analysis of financial statements available condition and results of operations (which includes the consolidated financial condition and results of operation of each business unit (as determined in accordance with GAAP) of CVR Energy) as required by Item 303 of Regulation S- K, such report shall be deemed to potential holders of their 144A securities, and, accordingly, meet the Borrower hereby (1) authorizes requirement that the Administrative Agent to make the financial statements to be provided under Section 8.01(a) Company provide management’s discussion and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning analysis of the federal securities laws or (y) make such materials that do constitute material non-public information within important operational and financial developments as otherwise required above for the meaning of the federal securities laws publicly available by press release or public filing with the SECrespective Fiscal Quarter.

Quarterly Financial Statements. As soon as available, but in any event not later than 45 days after the Closing Date with respect to the fiscal quarter ending June 30, 2021, the unaudited combined statement of assets, liabilities and partners’ capital of the Legacy Partnership, and the related consolidated statements of operations, changes in accordance partners’ equity and cash flows for such fiscal quarter and (y) beginning with then applicable law and the fiscal quarter ending September 30, 2021, as soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year of the Borrowerfiscal year, its (i) an unaudited consolidated balance sheet for the Consolidated Group as at the end of such fiscal quarter, and the related consolidated statements of operations, stockholderspartners’ equity and cash flows as for such fiscal quarter and for the portion of the end of and for such Fiscal Quarter fiscal year then ended, and the then elapsed related consolidated statements of operations, partners’ equity and cash flows for the portion of such Fiscal Yearthe fiscal year then ended, in each case setting forth in each case in comparative form as applicable, the figures for the corresponding period or periods of (or, in the case fiscal quarter of the balance sheet, as previous fiscal year and the corresponding portion of the end of) the previous Fiscal Yearfiscal year, all certified by one in reasonable detail with a certificate from a Responsible Officer of its Financial Officers as presenting fairly the Borrower that the statements were prepared in accordance with GAAP and are a fair representation, in all material respects respects, of the financial condition and results of operations performance of the Borrower and its Legacy Partnership or the Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (Group, as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject only to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect footnotes. As to any Unrestricted Subsidiaries, information contained in such form as would be presentable materials furnished pursuant to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordinglySection 6.02(c), the Borrower hereby shall not be separately required to furnish such information under clause (1a) authorizes or (b) above, but the Administrative Agent foregoing shall not be in derogation of the obligation of the Borrower to make furnish the financial statements to be provided under Section 8.01(ainformation and materials described in clauses (a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2b) agrees that above at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECtimes specified therein.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of RRI, the Borrower, its (i) unaudited consolidating and consolidated balance sheet for RRI and its Consolidated Subsidiaries and related statements of operations, stockholdersmembers’ equity equity, as applicable, and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such 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 one a Responsible Officer of its Financial Officers RRI as presenting fairly in all material respects the financial condition and results of operations of the Borrower RRI and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes footnotes; provided, that the foregoing requirements shall be deemed satisfied by delivery of the unaudited financial statements of RRI for such fiscal quarter that are filed by RRI with the SEC (so long as the same are so filed within the 45-day period specified above and otherwise delivered in accordance with Section 12.01(b)), (i) neither RRI nor the Intermediate Holdco, if applicable, owns any assets other than the Equity Interests of the Issuer and, in the case of RRI, assets incidental to the management and advisory services provided to the Note Parties, or the Intermediate Holdco, if applicable, in the ordinary course of their respective business (including legal, accounting, tax and other management and advisory services) and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of neither RRI nor the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entriesIntermediate Holdco, if anyapplicable, with respect to has incurred any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(bDebt), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as available, but available and in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year fiscal quarter of the Borrower, its (i) unaudited (x) consolidated balance sheet sheets of the Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal quarter, and (y) consolidated statements of income and cash flow of the Borrower and its Subsidiaries (and commencing with the fiscal quarter ending March 31, 2022, with Consolidated Total Revenue, Consolidated Total Net Sales Deductions and Consolidated Total Ineligible Product Revenue, clearly noted or otherwise delivered (it being understood, for the avoidance of doubt, that such other delivery shall constitute financial statements delivered under this Section 8.01(b) for purposes of Section 7.10(c)) for such fiscal quarter, in each case and for the period commencing at the end of the previous fiscal year of the Borrower and ending with the end of such Fiscal Quarter fiscal quarter, including (in the case of each of clause (x) and clause (y) (if applicable)) in comparative form (both in Dollar and percentage terms) the then elapsed figures for the corresponding fiscal quarter in, and year-to-date portion of, the immediately preceding fiscal year of the Borrower, (ii) a statement of Consolidated Adjusted EBITDA (x) for the year-to-date portion of such Fiscal Yearfiscal year of the Borrower ending concurrently with such fiscal quarter, setting forth including in each case comparative form (both in Dollar and percentage terms) Consolidated Adjusted EBITDA for the same year-to-date period in the immediately preceding fiscal year of the Borrower and (y) for the Test Period ending concurrently with such fiscal quarter, including, in comparative form (both in Dollar and percentage terms) Consolidated Adjusted EBITDA for such Test Period against the then-current Budget (to the extent provided pursuant to Section 8.01(f)), and for the Test Period immediately preceding such reported period and (iii) a management discussion and analysis (with reasonable detail and specificity) of the results of operations for the fiscal periods reported, including, in comparative form the figures for the corresponding period or periods of (orfiscal quarter in, in and year-to-date portion of, the case immediately preceding fiscal year of the balance sheetBorrower, as and period commencing at the end of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations fiscal year of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance ending with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECfiscal quarter.

Quarterly Financial Statements. As soon as available, but and in any event in accordance with then applicable law and not later than within 45 days after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Year (other than the fourth Fiscal Quarter), the consolidated balance sheets of Parent Entity and its Subsidiaries for the 3 months ended of such Fiscal Quarter and the related consolidated statements of income for such Fiscal Quarter and for the period from the beginning of the Borrower, its (i) consolidated balance sheet then current Fiscal Year to the end of such Fiscal Quarter and related statements of operations, stockholders’ equity and cash flows as of Parent Entity and its Subsidiaries for the period from the beginning of the then current Fiscal Year to the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal YearQuarter, setting forth in each case case, in comparative form the corresponding 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 and the corresponding figures from the Financial Plan for the current Fiscal Year, all certified by one in reasonable detail, together with a Financial Officer Certification with respect thereto (and prior to an IPO, if (x) the Public Parent Prospectus has been withdrawn or allowed to lapse, and (y) Parent Entity, as issuer of its Financial Officers as presenting fairly in all material respects the Senior Unsecured Notes, does not file with the SEC a Quarterly Report on Form 10-Q for such Fiscal Quarter, a Narrative Report with respect thereto); provided, that with respect to any Subsidiary acquired or formed pursuant to a Permitted Acquisition, the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries information included for such Subsidiary can be (i) prepared on a consolidated cash basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject for any periods occurring prior to normal year-end audit adjustments and the absence of footnotes such Permitted Acquisition and (ii) its unaudited balance sheet, income statement and related statement in the form of estimates (which may be on a cash flows as of the end of and basis) for the Fiscal Quarter most recently ended which provides consolidating statementsfirst three months after the consummation of such Permitted Acquisition; however, including statements demonstrating eliminating entriescommencing on the fourth month following any such Permitted Acquisition, if any, with respect all post-acquisition financial information for such Permitted Acquisition shall be prepared without giving effect to any Unrestricted Subsidiaries, in this clause (ii) (such form as would estimates to be presentable to accompanied by a certificate from the auditors chief financial officer of the Borrower. The Borrower represents and warrants Parent Entity certifying that the Borrower estimates contained therein are based upon good faith estimates and each assumptions believed by senior management of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements Parent Entity to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that reasonable at the time made and at the time of delivery thereof) (it being understood that the information required by the first sentence in this clause (b) may be furnished in the form of a Form 10-Q and such financial statements are provided hereunder, they information shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that deemed delivered when (x) such materials do not constitute material non-public information within the meaning of the federal securities laws posted via Xxxxx or any successor internet site and (y) make notice is provided to Administrative Agent of such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.posting);

Quarterly Financial Statements. As soon as availablepracticable, but in any event in accordance with then applicable law Schedule 7.01(d), the Company will deliver to Pfizer drafts of (A) the consolidated financial statements of the Company Group (and not later than 45 days after notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of the Company the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (or, in the case B) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Company Group's financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject however, that the Company will deliver such information at such earlier time upon Pfizer's written request with thirty (30) days' notice resulting from Pfizer's determination to normal year-end audit adjustments and accelerate the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as timing of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each filing of its Subsidiaries file their financial statements with the SEC and/or make financial statements available Commission. The information set forth in (A) and (B) above is referred to potential holders of their 144A securities, and, accordinglyin this Agreement as the "Quarterly Financial Statements." No later than five (5) Business Days prior to the date the Company publicly files the Quarterly Financial Statements with the Commission or otherwise makes such Quarterly Financial Statements publicly available, the Borrower hereby (1) authorizes Company will deliver to Pfizer the Administrative Agent final form of the Company Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of the Company in substantially the forms required under Commission rules for periodic reports and in form and substance satisfactory to Pfizer; provided, however, that the Company may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make the financial statements to be provided under Section 8.01(a) corrections and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information substantive changes which corrections and changes will be delivered by the Company to Pfizer as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that Pfizer's and the meaning of Company's financial representatives will actively consult with each other regarding any changes (whether or not substantive) which the federal securities laws or Company may consider making to its Quarterly Financial Statements and related disclosures during the five (y5) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public Business Days immediately prior to any anticipated filing with the SECCommission, with particular focus on any changes which would have an effect upon Pfizer's financial statements or related disclosures. In addition to the foregoing, no Quarterly Financial Statement or any other document which refers, or contains information not previously publicly disclosed with respect to the ownership of the Company by Pfizer or the Transactions, will be filed with the Commission or otherwise made public by any Company Group member without the prior written consent of Pfizer, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Section 7.01(d), the Company will not file its Quarterly Financial Statements with the Commission prior to the time that Pfizer files the Pfizer quarterly financial statements with the Commission unless otherwise required by applicable Law.

Quarterly Financial Statements. As soon as available, but available and in any event in accordance with then applicable law and not no later than 45 the earlier of (i) to the extent applicable, five (5) days following the date the Parent delivers, or if earlier, was required by the SEC to deliver its Form 10-Q for any fiscal quarter of the Parent and (ii) forty-five (45) days after the end of each fiscal quarter of the first three Fiscal Quarters of each Fiscal Year Parent, a copy of the Borrower, its (i) consolidated Consolidated balance sheet of the Parent and its Consolidated Subsidiaries as at the end of such period and related Consolidated statements of operations, stockholdersincome and changes in shareholders’ equity and of cash flows as for the Parent and its Consolidated Subsidiaries for such quarterly period and for the portion of the end of and for fiscal year ending with such Fiscal Quarter and the then elapsed portion of such Fiscal Yearperiod, in each case setting forth in each case in comparative form the Consolidated figures for the corresponding period or periods of the preceding fiscal year (orsubject to normal recurring year-end audit adjustments); all such financial statements to be complete and correct in all material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments) and to be prepared in reasonable detail and, in the case of the balance sheetannual, as of the end ofquarterly financial statements provided in accordance with subsections (a) the previous Fiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each caseb) above, in accordance with GAAP applied consistently appliedthroughout the periods reflected therein and further accompanied by a description of, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as an estimation of the end of and for effect on the Fiscal Quarter most recently ended which provides consolidating statementsfinancial statements on account of, including statements demonstrating eliminating entriesa change, if any, with respect in the application of accounting principles as provided in Section 1.3. Notwithstanding the foregoing, financial statements and reports required to any Unrestricted Subsidiaries, in such form as would be presentable delivered pursuant to the auditors foregoing provisions of this Section may be delivered electronically and if so, shall be deemed to have been delivered on the Borrower. The Borrower represents and warrants that date on which the Administrative Agent receives such reports from the Borrower and each of its Subsidiaries file their financial statements with through electronic mail; provided that, upon the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordinglyAdministrative Agent’s request, the Borrower shall provide paper copies of any documents required hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECAgent.

Quarterly Financial Statements. As soon as available, but and in any event in accordance with then applicable law and not later than 45 within sixty (60) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing with the end of the Borrowerfirst Fiscal Quarter following the Closing Date), its (i) the unaudited consolidated balance sheets of Sponsor and its Subsidiaries and the unaudited balance sheet of the Borrowers (on a consolidated basis for each Borrower and on a combined basis for Borrowers), as at the end of such Fiscal Quarter, (ii) the related unaudited statements of operations, stockholders’ equity income and cash flows as of (A) Sponsor and its Subsidiaries and (B) the end of and Borrowers, in each case for such Fiscal Quarter and for the period from the beginning of the then elapsed portion current Fiscal Year to the end of such Fiscal YearQuarter, (in each case, without footnotes) 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year all in reasonable detail and in accordance with GAAP consistently appliedGAAP, subject and (iii) with respect to normal year-end audit adjustments any Fiscal Quarter during which a Subject Transaction is made, calculations of the unaudited balance sheets and the absence related unaudited statements of footnotes income and cash flows pursuant to clauses (i) and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, this Section 5.1(a) with respect to any Unrestricted Subsidiariessuch Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in such form each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as would be presentable to interpreted by the auditors staff of the Borrower. The Borrower represents and warrants that SEC) using the Borrower and each of its Subsidiaries file their historical financial statements with the SEC and/or make financial statements available of any business so acquired or to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent be acquired or sold or to make be sold and the financial statements to of Borrowers and the Restricted Subsidiaries, which shall be provided under Section 8.01(a) reformulated as if such Subject Transaction, and Section 8.01(b)any Indebtedness incurred or repaid in connection therewith, along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that had been consummated or incurred or repaid at the time beginning of such financial statements are provided hereunder, they shall already have been made available to holders Fiscal Quarter (and assuming that such Indebtedness bears interest during any portion of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting the applicable Fiscal Quarter prior to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within relevant acquisition at the meaning weighted average of the federal securities laws or (y) make interest rates applicable to outstanding Loans incurred during such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.period);

Quarterly Financial Statements. As soon as available, but and in any event in accordance with then applicable law and not later than 45 within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter (including year-end), Borrower shall furnish to Lender, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower’s sole cost and the then elapsed portion of such Fiscal Yearexpense), setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the predominantly text documents, in Adobe .pdf format, quarterly and year-to-date an unaudited balance sheet, as of the end of) the previous sheet for such Fiscal 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 Quarter with respect to Borrower and its Consolidated Restricted Subsidiaries (except to the extent stock in Sponsor is publicly traded on a major stock exchange) Sponsor, which statements with respect to Borrower shall be on a consolidated basis with respect to the Properties as a whole, together with related consolidated statements of income and cash flows for such Fiscal Quarter and for the other Group Members (as applicable)portion of the Fiscal Year ending with such Fiscal Quarter, which statements shall include an attached schedule of Net Operating Income, gross carrying value and accumulated depreciation, each on a consolidated an individual property basis, in each case, which statements shall be accompanied by an Officer’s Certificate certifying that the same are true and correct and were prepared in accordance with GAAP consistently appliedapplied on a consistent basis, subject to changes resulting from audit and normal year-end audit adjustments adjustments. Each such quarterly report shall be accompanied by the following, in hard copy and electronic format: (i) a statement which calculates Net Operating Income for each of the absence Fiscal Quarters in the Test Period ending in such Fiscal Quarter, in the case of footnotes and each such Fiscal Quarter, ending at the end thereof; (ii) its unaudited balance sheet, income statement and related statement copies of cash flows as each of the end Major Leases signed during such quarter and each other Lease signed during such quarter that is requested by Lender, and a summary of and for the Fiscal Quarter most recently ended which provides consolidating statementseach material Lease (and, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors extent prepared by Borrower or Approved Property Manager in the ordinary course of business, each other Lease) signed during such quarter, which shall include the Borrower. The Borrower represents Tenant’s name, lease term, base rent, Tenant Improvements, leasing commissions paid, free rent and warrants that other material tenant concessions; (iii) then current rent roll and occupancy reports; (iv) a copy of AFRT’s business plan, to the Borrower and each of its Subsidiaries file their financial statements with extent updated after the SEC and/or make financial statements date hereof; and (v) such other information as Lender shall reasonably request, to the extent readily available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other or Sponsor without material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws cost or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECexpense.”

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of the Borrower, its Borrower and within sixty (i60) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of days after the end of the last fiscal quarter of each fiscal year of Borrower, a consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations and changes in shareholders’ equity for such fiscal quarter and for such Fiscal Quarter and the then elapsed portion of such Fiscal YearBorrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case fiscal quarter of the balance sheet, as previous fiscal year and the corresponding portion of the end of) the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be certified by one the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of its Financial Officers Borrower as fairly presenting fairly in all material respects the financial condition and condition, results of operations and shareholders’ equity of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedSubsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides such consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided certified by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer of Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Borrower and its Subsidiaries. As to any information contained in materials furnished pursuant to Section 6.02(g), Borrower shall not be separately required to furnish such information under Section 8.01(a6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2b) agrees that above at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECtimes specified therein.

Quarterly Financial Statements. (a) As soon as available, but available and in any event in accordance with then applicable law and not later than 45 the first to occur of (i) the date that is five (5) days following the filing of the Parent’s 10-Q Report with the Securities and Exchange Commission and (ii) the date that is fifty (50) days after the end close of each of the first three Fiscal Quarters first, second and third calendar quarters of each Fiscal Year of Parent, the Borrower, its (i) unaudited consolidated balance sheet of Parent and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows as of the end of Parent and its Subsidiaries for such Fiscal Quarter period and the then elapsed portion an unaudited statement of such Fiscal YearFunds from Operations, 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended corresponding periods of the previous calendar year, all of which provides consolidating statementsshall be certified by the chief financial officer or chief executive officer of Parent, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiariespresent fairly, in such form accordance with GAAP as would be presentable to then in effect, the auditors consolidated financial position of the Borrower. The Borrower represents Parent and warrants that the Borrower and each of its Subsidiaries file their as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments). Together with such financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordinglystatements, the Borrower hereby shall deliver reports, in form and detail satisfactory to the Agent, setting forth (1A) authorizes all capital expenditures made during the Administrative calendar quarter then ended; (B) 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; (C) a description of all Properties sold during the calendar quarter then ended, including the Net Operating Income from such Properties and the sales price; (D) 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 calendar quarter; (E) pro forma quarterly financial information for Parent and its Subsidiaries for the next four (4) 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; and (F) such other information as the Agent may request. (b) As soon as available and in any event not later than the first to make occur of (i) the financial statements to be provided under Section 8.01(adate that is five (5) and Section 8.01(b), along days following the filing of the Parent’s 10-Q Report with the Loan Documents, available to Public-Xxxxxx Securities and Exchange Commission and (2ii) agrees the date that is fifty (50) days after the close of each of the first, second and third calendar quarters of Borrower, the unaudited consolidated balance sheet of Borrower and its Subsidiaries as at the time end of such financial period and the related unaudited consolidated statements are provided hereunderof income, they shall already have been made available to holders shareholders’ equity and cash flows of Borrower and its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing Subsidiaries for such period and warranting to an unaudited statement of Funds from Operations, setting forth in each case in comparative form the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning figures as of the federal securities laws or (y) make such materials that do constitute material non-public information within end of and for the meaning corresponding periods of the federal securities laws publicly available previous calendar year, all of which shall be certified by press release the chief financial officer or public filing chief accounting officer of Parent, to present fairly, in accordance with GAAP as then in effect, the SECconsolidated financial position of Borrower and its Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year-end audit adjustments).

Quarterly Financial Statements. As soon as available, but available and in any event in accordance with then applicable law and not later than 45 on or before the date that is 60 days after the end of each of the first three Fiscal Quarters fiscal quarters of each any Fiscal Year of (or, with respect to the Borrowerfiscal quarters ended March 31, its (i) consolidated balance sheet 2023 and related statements of operationsJune 30, stockholders’ equity and cash flows as of 2023, 90 days after the end of such fiscal quarters), the consolidated balance sheets of the Borrower and 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 such Fiscal Quarter and the then 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 YearYear ended with the last day of such quarterly period, and, commencing with the fiscal quarter ended on September 30, 2024, setting forth in each case in comparative form the consolidated figures for the corresponding period or related periods of (in the prior Fiscal Year or, in the case of the such consolidated balance sheet, as for the last day of the end of) the previous prior Fiscal Year, all of which shall be (i) certified by one an Authorized Officer of its Financial Officers the Borrower as fairly presenting fairly in all material respects the financial condition and condition, results of operations and cash flows of the Borrower and its Consolidated Restricted consolidated Subsidiaries on a (or Holdings or an indirect parent of the Borrower and its consolidated basis and Subsidiaries, as the other Group Members (as applicable), on a consolidated basis, in each case, case may be) in accordance with GAAP consistently appliedin all material respects (except as set forth in the following proviso), subject to changes resulting from audit, normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, accompanied by a Narrative Report with respect to any Unrestricted Subsidiariesthereto; provided, in such form as would be presentable to that notwithstanding the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securitiesforegoing, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(adelivered pursuant to this clause (b) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting respect to the Administrative Agent in writing that (x) such materials do 134 fiscal quarters ended March 31, 2023 and June 30, 2023 shall not constitute material non-public information within the meaning of the federal securities laws be required to reflect “fresh- start” or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECother reorganization adjustments.

Quarterly Financial Statements. As Also not in limitation of the foregoing or of the right of LENDER to request other information, the BORROWERS shall deliver to LENDER as soon as available, but available and in any event in accordance with then applicable law and not later than within 45 days after the end of each of the first three Fiscal Quarters of BORROWERS' first, second and third fiscal quarters, each Fiscal Year of the Borrowerfollowing: (1) its quarterly report on Form 10-Q or, its (i) consolidated if the BORROWERS are no longer required to file reports with the Securities and Exchange Commission, their balance sheet (consolidated and related statements of operations, stockholders’ equity and cash flows consolidating with each other) as of the end of each such fiscal quarter and year-to-date and their statements of operations (consolidated and consolidating with each other) for such Fiscal Quarter periods, all in reasonable detail and the then elapsed portion of such Fiscal Year, setting forth in each case duly prepared in comparative accordance with GAAP on a review basis by independent certified public accountants of recognized standing acceptable to LENDER, substantially in the same form (except for notes to the figures for financial statements), all in reasonable detail and all being correct and complete in all material respects subject only to year end adjustments; together with (2) a certificate signed by the corresponding period President or periods principal financial officer of each BORROWER to the effect that such officer does not have any knowledge that an Event of Default (or an event which, with notice or the lapse of time or both, would constitute an Event of Default) exists or, if an Event of Default (or such other event) does exist, a statement as to the nature thereof and the actions proposed to be taken with respect thereto; (3) a certificate signed by the President or principal financial officer of each BORROWER to the effect that all warranties and representations made by such BORROWER to LENDER in this Agreement or in connection with the transactions to which this Agreement relates remain true, correct and complete and, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects covenants (including the financial condition covenants set forth in ARTICLE V and/or ARTICLE VI) and results warranties, that the same have not been breached or violated, or if any such warranty or representation is no longer true, correct or complete or any such covenant or warranty has been breached or violated, specifying the nature thereof and stating what action is proposed with respect thereto; (4) a certificate signed by the President or principal financial officer of operations of the Borrower each BORROWER showing calculations pertaining to compliance at and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended each such fiscal quarter with each financial covenant requirement of ARTICLE V and/or ARTICLE VI which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECis tested quarterly.

Quarterly Financial Statements. As soon as availablepracticable, but and in any event in accordance with then applicable law and not no later than 45 days after fifteen (15) Business Days prior to the date on which Huntsman has notified Venator that Huntsman intends to file a quarterly report on Form 10-Q or other document containing quarterly financial statements with the SEC, Venator will deliver to Huntsman (A) any financial and other information and data with respect to the Venator Group and its business, properties, financial position, results of operations and prospects as is reasonably requested by Huntsman in connection with the preparation of Huntsman’s financial statements and quarterly report on Form 10-Q. As soon as practicable, and in any event no later than seven (7) Business Days prior to the date on which Venator is required to file an quarterly report on Form 10-Q or other document containing its quarterly financial statements with the SEC, Venator will deliver to Huntsman (A) drafts of the consolidated financial statements of the Venator Group (and notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of Venator the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal years and all in reasonable detail and prepared in accordance with Regulation S-X and GAAP, (or, in the case B) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Venator Group’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently applied, subject to normal yearItem 303(b) of Regulation S-end audit adjustments and the absence of footnotes K and (iiC) its unaudited balance sheeta completed Huntsman quarterly Accounting Policies and Procedures Questionnaire in the form required of Huntsman Subsidiaries; provided, income statement and related statement of cash flows as however, that Venator will deliver such information at such earlier time upon Huntsman’s written request with thirty (30) days’ notice resulting from Huntsman’s determination to accelerate the timing of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each filing of its Subsidiaries file their financial statements with the SEC and/or make SEC.; provided, however, that Venator will deliver such information at such earlier time upon Huntsman’s written request with thirty (30) days’ notice resulting from Huntsman’s determination to accelerate the timing of the filing of its financial statements available with the SEC. The information set forth in (A), (B) and (C) above is referred to potential holders in this Agreement as the “Quarterly Financial Statements.” Venator will deliver to Huntsman all revisions to such drafts as soon as any such revisions are prepared or made. No later than seven (7) Business Days prior to the date Venator publicly files the Quarterly Financial Statements with the SEC or otherwise makes such Quarterly Financial Statements publicly available, Venator will deliver to Huntsman the final form of their 144A securitiesits quarterly report on Form 10-Q and certifications thereof by the principal executive and financial officers of Venator in substantially the forms required under SEC rules for periodic reports and in form and substance satisfactory to Huntsman; provided, andhowever, accordinglythat Venator may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Venator to Huntsman as soon as practicable, the Borrower hereby and in any event within one (1) authorizes day of making any such corrections or changes; provided, further, that Huntsman and Venator financial representatives will actively consult with each other regarding any changes (whether or not substantive) which Venator may consider making to its Quarterly Financial Statements and related disclosures during the Administrative Agent five (5) Business Days immediately prior to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public anticipated filing with the SEC. In addition to the foregoing, no Quarterly Financial Statement or any other document which refers, or contains information not previously publicly disclosed with respect to the ownership of Venator by Huntsman or the Transactions will be filed with the SEC or otherwise made public by any Venator Group member without the prior written consent of Huntsman. Notwithstanding anything to the contrary in this Section 9.1(d), Venator will not file its Quarterly Financial Statements with the SEC prior to the time that Huntsman files the Huntsman Quarterly Statements with the SEC unless otherwise required by applicable Law.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than within 45 days after the end of each fiscal quarter of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated a Consolidated balance sheet of Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of at the end of and for such Fiscal Quarter fiscal quarter, and the then elapsed related Consolidated statements of income or operations for the portion of such 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 YearBorrower’s fiscal year then ended, all in reasonable detail, such Consolidated statements to be certified by one the chief executive officer, chief financial officer, treasurer or controller of its Financial Officers Borrower as fairly presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with with, at Borrower’s option, GAAP consistently appliedor IFRS, subject only to normal year-end audit adjustments and the absence of footnotes and (iiprovided that the requirements of this subsection (b) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors delivery of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements for any fiscal quarter shall be deemed satisfied by publicly filing Borrower’s Form 10-Q for such fiscal quarter with the SEC and/or make financial statements available to potential holders of their 144A securitiesSEC, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already be deemed to have been made available delivered to holders of its securities. The Borrower will not request that any other material be Agent under this subsection (b) on the date such Form 10-Q has been posted to Public-Xxxxxx without expressly representing and warranting to on the Administrative Agent in writing that (x) SEC website accessible through xxxx://xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or such materials do not constitute material non-public information within the meaning successor webpage of the federal securities laws SEC thereto). As to any information contained in materials furnished pursuant to Section 6.02(f), Borrower shall not be separately required to furnish such information under subsection (a) or (yb) make such materials that do constitute material non-public information within above, but the meaning foregoing shall not be in derogation of the federal securities laws publicly available by press release or public filing with obligation of Borrower to furnish the SECinformation and materials described in Sections (a) and (b) above at the times specified therein.

Quarterly Financial Statements. As soon as available, but practicable and in any event in accordance with then applicable law and not later than 45 within forty-five (45) days (or, if earlier, within 15 days of the date of any required public filing thereof) after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ended March 31, 2018), an unaudited Consolidated balance sheet of the Borrower, Borrower and its (i) consolidated balance sheet Subsidiaries as of the close of such fiscal quarter and related unaudited Consolidated statements of operations, stockholders’ equity income and cash flows and a report containing management’s discussion and analysis of such financial statements for such fiscal quarter and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case preceding Fiscal Year and prepared by the Borrower in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes, and, if applicable, containing disclosure of the balance sheeteffect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, as and certified by the chief financial officer, chief accounting officer, controller or treasurer of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of their respective dates and the results of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis for the respective periods then ended. Documents required to be delivered pursuant to this Section 5.1(a) or Section 5.1(b) or (c) (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 other Group Members date (as applicable)i) on which the Borrower posts such documents, or provides a link thereto on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and Borrower’s website on the Internet at the website address xxxx://xxx.xxxxxxxxx-xx.xxx/xxxxxxx.xxxxx?c=248039&p=irol-irhome; or (ii) its unaudited balance sheet, income statement and related statement of cash flows as of on which such documents are posted on the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entriesBorrower’s behalf on an Internet or intranet website, if any, with respect to any Unrestricted Subsidiarieswhich the Lender has access (whether a commercial, in such form as would be presentable to governmental or third-party website or sponsored by the auditors of the BorrowerLender). The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordinglyNotwithstanding anything contained herein, the Borrower hereby (1) authorizes the Administrative Agent shall be required to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along directly provide Lender with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning paper or electronic copies of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available Officer’s Compliance Certificates required by press release or public filing with the SECSection 5.1(b).

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each fiscal quarter of each fiscal year of the first three Fiscal Quarters Borrower (or, with respect to the fiscal quarters of each Fiscal Year the Borrower ending January 31, 2019, April 30, 2019, July 31, 2019 and October 31, 2019, sixty (60) days), 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 and for the portion of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the ’s fiscal year then elapsed portion of such Fiscal Yearended, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case fiscal quarter of the balance sheet, as previous fiscal year and the corresponding portion of the end of) the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, certified by one the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of its Financial Officers the Borrower as fairly presenting fairly in all material respects the financial condition and condition, results of operations and cash flows of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedSubsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes footnotes; provided, that, (i) for the fiscal quarter ending October 31, 2018, the Borrower shall only be required to deliver the Required October 2018 Financial Statements, all in reasonable detail and prepared in accordance with GAAP or IFRS, as applicable, and certified by the by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Borrower as fairly presenting the financial condition and results of operations of such Persons and their Subsidiaries (if applicable), subject only to normal year-end audit adjustments and the absence of footnotes, and (ii) its unaudited balance sheetfor any fiscal quarter of the Borrower ending prior January 31, income statement and related 2020, the Borrower shall not be required to deliver a statement of cash flows as in connection with the delivery of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their quarterly financial statements with the SEC and/or make financial statements available pursuant to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under this Section 8.01(a) and Section 8.01(b6.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 seventy-five (75) days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year fiscal year of the BorrowerParent (or, its (i) if the Parent or the Borrower is required to file such financial statements with the SEC at such time, on or before the fifth day after the date on which such financial statements are required to be filed with the SEC after giving effect to any permitted extensions pursuant to Rule 12b-25 under the Securities Exchange Act), commencing with the fiscal quarter ending March 31, 2018, the Parent’s consolidated balance sheet and related statements of operations, stockholders’ equity operations and cash flows as of the end of and for such Fiscal Quarter fiscal quarter and the then elapsed portion of such Fiscal Yearthe 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 Yearfiscal 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 Parent and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and footnotes. (iic) its unaudited balance sheet, income statement and related statement Certificate of cash flows as Financial Officer – Compliance. Concurrently with any delivery of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and or Section 8.01(b), along with a certificate of a Financial Officer in substantially the Loan Documents, available form of Error! Reference source not found. hereto (or such other form agreed to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists and, if a Default then exists, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, and (iii) stating whether any change in writing that (x) such materials do not constitute material non-public information within GAAP or in the meaning application thereof has occurred since the date of the federal securities laws or (yfinancial statements referred to in Section 7.04(a) make and, if any such materials that do constitute material non-public information within change has occurred, specifying the meaning effect of such change on the federal securities laws publicly available by press release or public filing with the SEC.financial statements accompanying such certificate. 78

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Borrower and within sixty (60) days after the end of the last fiscal quarter of each fiscal year of Borrower, its (i) a consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, stockholderschanges in shareholders’ equity and cash flows as of the end of for such fiscal quarter and for such Fiscal Quarter and the then elapsed portion of such Fiscal YearBorrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case fiscal quarter of the balance sheet, as previous fiscal year and the corresponding portion of the end of) the previous Fiscal Yearfiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be certified by one the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of its Financial Officers Borrower as fairly presenting fairly in all material respects the financial condition and condition, results of operations operations, shareholders’ equity and cash flows of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently appliedSubsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides such consolidating statements, including statements demonstrating eliminating entries, if any, with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided certified by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer of Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Borrower and its Subsidiaries. As to any information contained in materials furnished pursuant to Section 6.02(g), Borrower shall not be separately required to furnish such information under Section 8.01(a6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2b) agrees that above at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SECtimes specified therein.

Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three Fiscal Quarters (3) fiscal quarters of each Fiscal Year fiscal year of Borrower (or such earlier date on which Borrower is required to file a Form 10-Q under the BorrowerExchange Act, its (i) as applicable), beginning with the fiscal quarter ending March 31, 2024, a consolidated balance sheet of Borrower and related statements of operations, stockholders’ equity and cash flows its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income and cash flows and for such Fiscal Quarter fiscal quarter and (in respect of the then second and third fiscal quarters of such fiscal year) for the then-elapsed portion of such Fiscal YearBorrower’s fiscal year, setting forth in each case in comparative form the figures for the corresponding comparable period or periods in the previous fiscal year, all prepared in accordance with GAAP and, beginning with the fiscal quarter ending June 30, 2024 not subject to any qualification or statement as to “going concern,” subject to normal year-end audit adjustments and the absence of disclosures normally made in footnotes; provided, however, that Borrower shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available within the time period specified above on the SEC’s XXXXX system (oror any successor system adopted by the SEC). Such consolidated financial statements shall be certified by a Responsible Officer of Xxxxxxxx as, to his or her knowledge, fairly presenting, in all material respects, the case consolidated financial condition, results of the balance sheet, operations and cash flows of Borrower and its Subsidiaries as of the end of) dates and for the previous Fiscal 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 its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, periods specified in accordance with GAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 5.2(a)(i), subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheetbut not, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statementsavoidance of doubt, including statements demonstrating eliminating entries, if any, with respect subject to any Unrestricted Subsidiariesqualification or statement as to “going concern”); provided, in however, that such form as would certification by a Responsible Officer of Borrower shall be presentable deemed to have made if a similar certification is required under the auditors Xxxxxxxx-Xxxxx Act of the Borrower. The Borrower represents 2002 and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they certification shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with time period specified above on the SEC.’s XXXXX system (or any successor system adopted by the SEC); (iii)

Quarterly Financial Statements. As soon as available, but and in any event within 60 days (90 days in accordance with then applicable law and not later than 45 days the case of the first Fiscal Quarter after the Closing Date) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Year, commencing with the BorrowerFiscal Quarter ending September 30, its (i) 2020, the unaudited consolidated balance sheet of the Company as at the end of such Fiscal Quarter and the related unaudited consolidated statements of operations, stockholders’ equity income and cash flows as of the end of and Company for such Fiscal Quarter and for the period from the beginning of the then elapsed portion current Fiscal Year to the end of such Fiscal YearQuarter and, commencing with the Fiscal Quarter ending September 30, 2021, setting forth forth, in each case reasonable detail, in comparative form the corresponding 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 one of its Financial Officers as presenting fairly in all material respects the financial condition reasonable detail, together with a customary “management discussion and results of operations of the Borrower analysis” section and its Consolidated Restricted Subsidiaries on a consolidated basis and the other Group Members (as applicable), on a consolidated basis, in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and for the Fiscal Quarter most recently ended which provides consolidating statements, including statements demonstrating eliminating entries, if any, Responsible Officer Certification with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be thereto; provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within financial statements shall only be required to reflect the meaning Company’s good faith estimate of any purchase accounting adjustments relating to any acquisition consummated after the Closing Date until the Fiscal Quarter ending December 31 of the federal securities laws or Fiscal Year following the Fiscal Year in which the relevant acquisition was consummated and (y) make such materials that do constitute material non-public the requirements of this Section 5.01(a) shall be deemed to be satisfied following the delivery of equivalent financial information relating to any direct or indirect parent entity of the Company within the meaning of timeframes set forth herein (so long as such financial information is accompanied by consolidating information that explains in reasonable detail the federal securities laws publicly available by press release or public filing with differences between the SEC.information relating to such parent entity (and other parent entities included in such information, if any), on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand);

Quarterly Financial Statements. As soon as availablepracticable, but in any event in accordance with then applicable law Schedule 7.01(d), the Company will deliver to HeidelbergCement drafts of (A) the consolidated financial statements of the Company Group (and not later than 45 days after notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its (i) consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Yearquarter, setting forth in each case in comparative form for each such fiscal quarter of the Company the consolidated figures (and notes thereto) for the corresponding period or quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (or, in the case B) a discussion and analysis by management of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the Company Group’s financial condition and results of operations for such fiscal period, including, without limitation, an explanation of the Borrower any material period-to-period change and its Consolidated Restricted Subsidiaries on a consolidated basis any off-balance sheet transactions, all in reasonable detail and the other Group Members (as applicable), on a consolidated basis, in each case, prepared in accordance with GAAP consistently appliedItem 303(b) of Regulation S-K; provided, subject however, that the Company will deliver such information at such earlier time upon HeidelbergCement’s written request with thirty (30) days’ notice resulting from HeidelbergCement’s determination to normal yearaccelerate the timing of the publication of its financial statements. The information set forth in (A) and (B) above is referred to in this Agreement as the “Quarterly Financial Statements.” No later than five (5) Business Days prior to the date the Company publicly files the Quarterly Financial Statements with the Commission or otherwise makes such Quarterly Financial Statements publicly available, the Company will deliver to HeidelbergCement the final form of the Company Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of the Company in substantially the forms required under Commission rules for periodic reports and in form and substance satisfactory to HeidelbergCement; provided, however, that the Company may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-end audit adjustments substantive changes which corrections and changes will be delivered by the Company to HeidelbergCement as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that HeidelbergCement’s and the absence of footnotes and Company’s financial representatives will actively consult with each other regarding any changes (iiwhether or not substantive) which the Company may consider making to its unaudited balance sheet, income statement Quarterly Financial Statements and related statement of cash flows as of disclosures during the end of and for five (5) Business Days immediately prior to any anticipated filing with the Fiscal Quarter most recently ended Commission, with particular focus on any changes which provides consolidating statementswould have an effect upon HeidelbergCement’s financial statements or related disclosures. In addition to the foregoing, including statements demonstrating eliminating entriesno Quarterly Financial Statement or any other document which refers, if any, or contains information not previously publicly disclosed with respect to the ownership of the Company by HeidelbergCement or the Transactions, will be filed with the Commission or otherwise made public by any Unrestricted SubsidiariesCompany Group member without the prior written consent of HeidelbergCement, in such form as would which consent shall not be presentable unreasonably withheld. Notwithstanding anything to the auditors of contrary in this Section 7.01(d), the Borrower. The Borrower represents and warrants Company will not file its Quarterly Financial Statements with the Commission prior to the time that the Borrower and each of HeidelbergCement publishes its Subsidiaries file their quarterly financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent to make the financial statements to be provided under Section 8.01(a) and Section 8.01(b), along with the Loan Documents, available to Public-Xxxxxx and (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available unless otherwise required by press release or public filing with the SECapplicable Law.

Quarterly Financial Statements. As soon as available, but and in any event in accordance with then applicable law and not later than 45 within forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year (commencing in respect of the Borrowerthird Fiscal Quarter of 2018), its (i) the unaudited consolidated balance sheet sheets of Company and its Restricted Subsidiaries as at the end of such Fiscal Quarter and the related unaudited consolidated statements of operations, stockholders’ equity income and cash flows as of the end of Company and its Restricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then elapsed portion current Fiscal Year to the end of such Fiscal Quarter, (in each case, without footnotes) setting forth in each case, in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year all in reasonable detail, together with a copy of Holding’s Form 10-Q for such period; (b) Annual Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, (i) the unaudited consolidated balance sheets of Company and its Restricted Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income and cash flows of Company and its Restricted Subsidiaries for such Fiscal Year, setting forth in each case case, in comparative form the corresponding figures for the corresponding period or periods previous Fiscal Year in reasonable detail; and (ii) a copy of (or, in the case of the balance sheet, as of the end of) the previous Holding’s Form 10-K for such Fiscal Year, all certified by one which shall include the audited consolidated balance sheets of its Financial Officers Holding as presenting fairly in all material respects at the financial condition and results end of operations of the Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis such Fiscal Year and the other Group Members (as applicable)related consolidated statements of income and cash flows of Holding for such Fiscal Year, on a consolidated basis, setting forth in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (ii) its unaudited balance sheet, income statement and related statement of cash flows as of the end of and corresponding figures for the previous Fiscal Quarter most recently ended which provides consolidating statementsYear in reasonable detail, including statements demonstrating eliminating entriesand a report thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standing selected by Company or Holding, if any, with respect and reasonably satisfactory to any Unrestricted Subsidiaries, in such form as would be presentable to the auditors of the Borrower. The Borrower represents and warrants that the Borrower and each of its Subsidiaries file their financial statements with the SEC and/or make financial statements available to potential holders of their 144A securities, and, accordingly, the Borrower hereby (1) authorizes the Administrative Agent (which report shall be unqualified as to make the financial statements to be provided under Section 8.01(a) going concern and Section 8.01(bscope of audit), along with the Loan Documents, available to Public-Xxxxxx and ; (2) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that (x) such materials do not constitute material non-public information within the meaning of the federal securities laws or (y) make such materials that do constitute material non-public information within the meaning of the federal securities laws publicly available by press release or public filing with the SEC.