Common use of Quarterly Financials Clause in Contracts

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of such officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer chief financial officer (or other Responsible Officer person performing similar functions) of the Parent Borrower (or its managing general partner) as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal YearYear (or, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year‑end year-end audit adjustments) by the Chief Executive Financial Officer, Chief Financial Accounting Officer or Treasurer (or other Responsible Chief Compliance Officer performing similar functions) of the Parent as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 no later than one (1) Business Day after the Borrower files its quarterly report on Form 10-Q with the United States Securities and Exchange Commission, but in no event later than 50 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of Compliance Certificate showing the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief a Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule certificate in substantially the form reasonably satisfactory to the Administrative Agent of Exhibit H hereto demonstrating the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, Consolidated consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such fiscal quarter and Consolidated consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent 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 consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a compliance certificate of such said officer (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (iiB) that includes or to which is attached a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04Sections 5.04(a) through (d), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP generally accepted accounting principles (it being acknowledged except that a copy of the quarterly financials filed by the Parent with the Securities such financial statements may not contain all required notes and Exchange Commission shall satisfy the foregoing requirementsmay be subject to year end audit adjustments), together with (i) a certificate of such said officer stating that to the best of such officer’s knowledge, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and thereto, (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statementsstatements as compared to GAAP, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, and (iii) a report (in a form satisfactory to the Administrative Agent) specifying all permitted Investments made during such quarter and during the period from the date hereof to the end of such quarter and specifying the total consideration paid with respect to each such Investment.

Quarterly Financials. As The Borrower shall provide, or shall cause to be provided, to the Administrative Agent, as soon as available and available, but in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, Consolidated balance sheets fiscal year of the Parent Borrower (commencing with the fiscal quarter ending March 31, 2013), (i) consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter fiscal quarter, and Consolidated the related consolidated and consolidating statements of income or operations, shareholder’s equity and a Consolidated statement of cash flows of the Parent 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 statements of income and a Consolidated statement of cash flows for the portion of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterBorrower’s fiscal year then ended, setting forth in each case in comparative form the corresponding figures for the corresponding date or period fiscal quarter of the preceding Fiscal Yearprevious fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and duly detail, such consolidated statements to be certified (subject to normal year‑end audit adjustments) by the Chief Executive Officer, Chief Financial Officer chief executive officer or Treasurer (or other Responsible Officer performing similar functions) the chief financial officer of the Parent Borrower as having been prepared (A) fairly presenting, in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, and (it being acknowledged B) showing that a copy there were no material contingent obligations, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of the quarterly financials filed by the Parent Borrower and its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent copy of the computations used by the Parent in determining compliance management discussion and analysis with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of respect to such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.;

Quarterly Financials. As soon as available and in any event within 45 40 days after the end of each of the first three quarters of each Fiscal YearYear (or (x) in respect of the fiscal quarter ending March 31, 2009, within 60 days after the end of each such quarter or (y) or such earlier date as the Borrower may be required by the SEC to deliver its Form 10-Q), a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 forth, in each case in comparative form the corresponding figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other a Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) thereto, together with a schedule in form reasonably satisfactory to the Administrative Agent Initial Lenders of the computations used by in determining, as of the Parent in determining end of such fiscal quarter, compliance with the covenants contained in Section Sections 5.02(k) and 5.04; provided that, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section Sections 5.02(k) and 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer chief financial officer (or other Responsible Officer person performing similar functions) of the Parent Borrower (or its managing general partner) as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Paying Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, Consolidated consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such fiscal quarter and Consolidated consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent 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 consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer (A) setting forth in reasonably detail the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (iiB) that includes or to which is attached a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days (or, if the Confirmation Order shall have been entered by the Bankruptcy Court on or prior to September 16, 2010, 90 days with respect to the third quarter of the Fiscal Year ending December 31, 2010) after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Company and its Subsidiaries as of the end of such quarter quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Company and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 forth, in each case in comparative form form, the corresponding figures for the forecast delivered pursuant to Section 3.01(a)(xii) and the corresponding figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other a Responsible Officer performing similar functions) of the Parent Company as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Company has taken and proposes to take with respect thereto and (ii) thereto, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations that would be used by (if such fiscal quarter ended during a Testing Period) in determining, as of the Parent in determining end of such fiscal quarter, compliance with the covenants covenant contained in Section 5.04; provided that, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Company shall also provide, if necessary for the determination of compliance with Section 5.045.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal YearYear (or, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04, provided that in 5.04 (which schedule shall include a statement as to the event ratio of any change in GAAP used in the preparation aggregate Collateral Value to the Letter of Credit Outstandings as of the end of each calendar month during the period covered by such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP).

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief a Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent Joint Lead Arrangers of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, Consolidated consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such fiscal quarter and Consolidated consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent 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 consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (iiB) that includes or to which is attached a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 statements of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Event of Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent Compliance Certificate of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement description of reconciliation conforming such changes and the related effect on such financial statements to GAAPstatements.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief a Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule certificate in substantially the form reasonably satisfactory to the Administrative Agent of Exhibit E hereto demonstrating the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP generally accepted accounting principles (it being acknowledged except that a copy of the quarterly financials filed by the Parent with the Securities such financial statements may not contain all required notes and Exchange Commission shall satisfy the foregoing requirementsmay be subject to year end audit adjustments), together with (i) a certificate of such said officer stating that to the best of such officer's knowledge, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and thereto, (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statementsstatements as compared to GAAP, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, and (iii) a report (in a form satisfactory to the Administrative Agent) specifying all permitted Investments made during such quarter and during the period from the date hereof to the end of such quarter and specifying the total consideration paid with respect to each such Investment.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief a Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAPGAAP and a statement of reconciliation satisfactory to the Administrative Agent for the Borrower on a stand-alone basis.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer person performing similar functions) of the Parent as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days (or, if the Confirmation Order shall have been entered by the Bankruptcy Court on or prior to September 16, 2010, 90 days with respect to the third quarter of the Fiscal Year ending December 31, 2010) after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 forth, in each case in comparative form the corresponding figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other a Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) thereto, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by in determining, as of the Parent in determining end of such fiscal quarter, compliance with the covenants contained in Section 5.04; provided that, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter Fiscal Quarter and the related Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries flow for the period commencing at the end of the previous fiscal quarter Fiscal Quarter and ending with the end of such fiscal quarter Fiscal Quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterFiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of (a) the preceding Fiscal Year, and (b) the applicable annual forecast delivered pursuant to Section 7.05, all in reasonable detail and duly certified (subject to normal year‑end year-end and audit adjustmentsadjustments and the absence of footnotes) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent Borrower as having been prepared fairly presenting in all material respects in accordance with GAAP (it being acknowledged that a copy the financial position or results of operations of the quarterly financials filed by the Parent with the Securities Borrower and Exchange Commission shall satisfy the foregoing requirements)its Subsidiaries for such Fiscal Quarter, together with with: (i) a certificate of such officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has Borrower and its Subsidiaries have taken and proposes propose to take with respect thereto and thereto, (ii) management’s discussion and analysis of the important operational and financial developments during such Fiscal Quarter, (iii) if applicable, a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants covenant contained in Section 5.04, 8; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with required pursuant to Section 5.041.03, a statement of reconciliation conforming which reconciles such financial statements to GAAPGAAP used to prepare the financial statements referred to in Section 4.01(f)(i); and (iv) a certificate of such officer attaching a schedule in form reasonably satisfactory to the Co-Collateral Agents setting forth all existing locations at which any assets included in the Borrowing Base are located.

Quarterly Financials. As soon as available and in any event within Within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, Consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows flow of the Parent 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 statements of income and a Consolidated statement of cash flows flow of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year - end audit adjustments) by the Chief Executive Officer, Chief Financial Officer corporate controller or Treasurer (chief financial officer or vice president of finance or any other Responsible Officer performing similar functions) principal financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04Sections 5.04(a) through (d), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event -------------------- within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 statements of income and a Consolidated statement of cash flows of the Parent 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 such period (on a quarterly and year-to-date basis from the forecast delivered pursuant to Section 6.03(l)) and the corresponding date or figures for the corresponding period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officerchief executive officer, Chief Financial Officer chief financial officer, treasurer or Treasurer (or other Responsible Officer performing similar functions) controller of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that the representations and warranties in Section 5.01 are true and correct in all material respects as of the date of such certificate and that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04Sections 6.02(a), (b), (d), (e), (f) and 6.04; provided that in the event of any change -------- in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.. Notwithstanding the foregoing, however, Borrower shall not be required to report consolidating numbers with respect to Smart & Final de Mexico, S.A. de C.V.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent U.S. Borrower and its Subsidiaries and, if the U.S. Borrower has any Unrestricted Subsidiaries, the U.S. Borrower and its Restricted Subsidiaries, in each case as of the end of such quarter Fiscal Quarter and the related Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries flow for the period commencing at the end of the previous fiscal quarter Fiscal Quarter and ending with the end of such fiscal quarter Fiscal Quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterFiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of (A) the preceding Fiscal Year, and (B) the applicable annual forecast delivered pursuant to Section 5.03(d), all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent such Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent such Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent U.S. Borrower in determining compliance with the covenants contained in Section Sections 5.02(j) and 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent U.S. Borrower shall also provide, if necessary for the determination of compliance with Section Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 no later than one (1) Business Day after the Borrower files its quarterly report on Form 10-Q with the United States Securities and Exchange Commission, but in no event later than 50 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04Compliance Certificate, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, provide a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent U.S. Borrower and its Subsidiaries and, if the U.S. Borrower has any Unrestricted Subsidiaries, the U.S. Borrower and its Restricted Subsidiaries, in each case as of the end of such quarter Fiscal Quarter and the related Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries flow for the period commencing at the end of the previous fiscal quarter Fiscal Quarter and ending with the end of such fiscal quarter Fiscal Quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterFiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of (A) the preceding Fiscal Year, and (B) the applicable annual forecast delivered pursuant to Section 5.03(d), all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent such Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent such Borrower has taken and proposes to take with respect thereto and thereto, (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent U.S. Borrower in determining compliance with the covenants contained in Section Sections 5.02(j) and 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent U.S. Borrower shall also provide, if necessary for the determination of compliance with Section Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAPGAAP and (iii) if there is any change in the Pro Forma EBITDA Adjustment from the amount set forth in any certificate previously delivered to the Administrative Agent pursuant to Section 5.03(j), setting forth the recalculated amount of such Pro Forma EBITDA Adjustment and, in reasonable detail satisfactory to the Administrative Agent, the calculations and basis therefor.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Restricted Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Restricted Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Restricted 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 not later -------------------- than 50 days after the end of each Fiscal Quarter of the first three quarters of each Parent (except for the Fiscal YearQuarter which ends on the date the Fiscal Year ends), the unaudited Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated the related unaudited statements of income income, shareholders' equity and a Consolidated statement of cash flows of the Parent and its Subsidiaries for such Fiscal Quarter and the period commencing at the end of the previous fiscal quarter year and ending with the end of such fiscal quarter Fiscal Quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing corresponding figures as at the end of the previous Fiscal Year of, and ending with the end of such quarterfor, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of periods in the preceding Fiscal Year, all in reasonable detail and duly certified with respect to such statements (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other a Responsible Officer performing similar functions) of the Parent as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate Compliance Certificate duly executed by a Responsible Officer of such officer stating that no Default has occurred and is continuing orthe Parent, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent report certified by a Responsible Officer of the computations used Parent setting forth for each Hospitality Property owned or operated by the Parent or any of its Subsidiaries as of the end of such Fiscal Quarter the Adjusted EBITDA for such Hospitality Property for the Rolling Period then ended, both in determining compliance with the covenants contained in Section 5.04, total and by Fiscal Quarter for such Rolling Period; provided that in for those Hospitality Properties for -------- which the event Parent or any of any change in GAAP used in the preparation of such financial statementsits Subsidiaries is only a manager, the Parent Borrower shall also provide, if necessary for only be obligated to use the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements Borrower's best efforts to GAAPprovide the information required by this clause (ii) and shall not be obligated to disclose any confidential information.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent U.S. Borrower and its Subsidiaries as of the end of such quarter Fiscal Quarter and the related Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries flow for the period commencing at the end of the previous fiscal quarter Fiscal Quarter and ending with the end of such fiscal quarter Fiscal Quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterFiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of (A) the preceding Fiscal Year, and (B) the applicable annual forecast delivered pursuant to Section 5.03(f), all in reasonable detail and duly certified (subject to normal year‑end year end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent such Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent such Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent U.S. Borrower in determining compliance with the covenants contained in Sections 5.02(j) and 5.04 (including, for purposes of determining compliance with Section 5.045.04(b), the aggregate amount of Restructuring Charges incurred as of the end of such Fiscal Quarter); provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent U.S. Borrower shall also provide, if necessary for the determination of compliance with Section Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAPGAAP used to prepare the financial statements referred to in Section 4.01(f)(i).

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor 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 statements of income and a Consolidated statement of cash flows of the Parent Guarantor 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Guarantor as having been prepared in accordance with GAAP generally accepted accounting principles (it being acknowledged that a copy of the quarterly financials filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.87 Digital Realty - Term Loan Agreement

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, an unaudited Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and an unaudited Consolidated statements statement of income and a an unaudited Consolidated statement of cash flows of the Parent 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 an unaudited Consolidated statements statement of income and a an unaudited Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAPGAAP and provided further that the Borrower shall also provide, to the extent necessary, a balance sheet, statement of income and statement of cash flows that will exclude the Unrestricted Subsidiaries that existed during such reporting period.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer person performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Paying Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for Alliance Credit Agreement 84 84 the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 forty-five (45) days (plus any extension period obtained by AGCO from the Securities and Exchange Commission for the filing of an equivalent periodic report under Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934; provided, in any case, such extension period shall not exceed fifteen (15) days) after the end of each of the first three (3) quarters of each Fiscal Yearfiscal year of AGCO, Consolidated and within ninety (90) days after the end of the fourth quarter of each fiscal year of AGCO, consolidated balance sheets of the Parent AGCO and its Subsidiaries and (in the case of the first three (3) fiscal quarters) AGCO and its Subsidiaries, respectively, as of the end of such quarter and Consolidated consolidated statements of income and a Consolidated statement of cash flows of the Parent AGCO and its Subsidiaries and (if applicable) AGCO and its Subsidiaries, respectively, for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year 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 of the preceding Fiscal Yearfiscal year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief an Authorized Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent AGCO as having been prepared in accordance with GAAP (it being acknowledged that a copy Applicable Accounting Standards, together with, in the case of the quarterly financials filed by financial statements relating to the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with first three fiscal quarters: (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent AGCO has taken and proposes to take with respect thereto and thereto; and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent AGCO in determining compliance with the financial covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAPArticle 7.

Quarterly Financials. As soon as available and in any event within 45 40 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 forth, in each case in comparative form the corresponding figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other a Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) thereto, together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by in determining, as of the Parent in determining end of such fiscal quarter, compliance with the covenants contained in Section Sections 5.02(k) and 5.04; provided that, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section Sections 5.02(k) and 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal quarter Fiscal Quarter and ending with the end of such fiscal quarter Fiscal Quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) senior financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04; provided that, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 50 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04Financial Performance Covenants; provided that, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAPGAAP (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.03(c) to the extent such quarterly reports include the information specified herein).

Quarterly Financials. As soon as available and in any event within 45 50 days after the end of each of the first three quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Parent CBI and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent CBI 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 and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent CBI 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent CBI as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent CBI has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent CBI in determining compliance with the covenants contained in Section 5.04, provided PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Parent CBI shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor 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 statements of income and a Consolidated statement of cash flows of the Parent Guarantor 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer person performing similar functions) of the Parent Guarantor as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event -------------------- within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP generally accepted accounting principles (it being acknowledged except that a copy of the quarterly financials filed by the Parent with the Securities such financial statements may not contain all required notes and Exchange Commission shall satisfy the foregoing requirementsmay be subject to year end audit adjustments), together with (i) a certificate of such said officer stating that to the best of such officer's knowledge, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and thereto, (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statementsstatements as compared to GAAP, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, and (iii) a report (in a form satisfactory to the Administrative Agent) specifying all permitted Investments made during such quarter and during the period from the date hereof to the end of such quarter and specifying the total consideration paid with respect to each such Investment.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAPGAAP and a statement of reconciliation satisfactory to the Administrative Agent for the Borrower on a stand-alone basis.

Quarterly Financials. As (i) Commencing with the fiscal quarter ending March 31, 2023, as soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal YearYear (or within 120 days, in the case of the fiscal quarter ending March 31, 2023), a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements ​ ​ Credit Agreement ​ ​ statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer chief financial officer (or other Responsible Officer person performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP. (ii) Commencing with the fiscal quarter ending March 31, 2023, as soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet of MLP and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of MLP 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 a Consolidated statement of income and a Consolidated statement of cash flows of MLP 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) of the MLP (or its managing general partner) as having been prepared in accordance with GAAP, accompanied by a management’s discussion and analysis of the financial condition and results of operations for MLP such period, including segment reporting for the Borrower and its Subsidiaries; provided that the obligations in this Section 5.03(c)(ii) may be satisfied by filing the applicable financial statements and related management’s discussion and analysis (including segment reporting for the Borrower and its Subsidiaries) of MLP with the SEC no later than 60 days after the end of the applicable fiscal quarter so long as such filing is freely available to the public.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent Domestic Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Domestic 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 statements of income and a Consolidated statement of cash flows of the Parent Domestic 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustmentsadjustments and the absence of footnotes) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Domestic Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating either that such Chief Financial Officer has, after due inquiry, no knowledge that any Default has occurred and is continuing or, if the Chief Financial Officer has knowledge that a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Domestic Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Domestic Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of Credit Agreement any change in GAAP used in the preparation of such financial statements, the Parent Domestic Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAPGAAP in effect on the date hereof.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent Borrower and its Restricted Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Borrower and its Restricted Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Borrower and its Restricted 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Event of Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Company and its Subsidiaries as of the end of such quarter quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Company and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 forth, in each case in comparative form form, the corresponding figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other a Responsible Officer performing similar functions) of the Parent Company as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Company has taken and proposes to take with respect thereto and (ii) thereto, together with a schedule in form reasonably satisfactory to the US Administrative Agent of the computations that would be used by (if such fiscal quarter ended during a Testing Period) in determining, as of the Parent in determining end of such fiscal quarter, compliance with the covenants covenant contained in Section 5.04; provided that, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Company shall also provide, if necessary for the determination of compliance with Section 5.045.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to GAAP; and provided further that, if the Company has designated any Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly financial information required by this Section 5.03(c) shall include a reasonably detailed presentation, as determined in good faith by senior management of the Company, either on the face of the financial statements or in the footnotes thereto, and in (to the extent delivered or required to be delivered) “Management’s Discussion and Analysis Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor 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 statements of income and a Consolidated statement of cash flows of the Parent Guarantor 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Guarantor as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements) (it being acknowledged that a copy of any such quarterly financial report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of such officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.87

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal YearYear (which financial statements, in the case of the financial statements for the fiscal quarter ended March 31, 1998, shall have received an SAS 71 review from Coopers & Lybrxxx xx other independent public accountants of recognized standing acceptable to the Required Lenders), all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04Sections 5.04(a) through (c), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 forty-five (45) days after the end of each of the first three (3) quarters of each Fiscal YearYear (commencing with the fiscal quarter ending March 31, 2022), Consolidated and consolidating balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent 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 and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer chief financial officer or Treasurer treasurer (or other Responsible Officer performing similar functions) of the Parent as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04Sections 5.04 and 5.05, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04Sections 5.04 and 5.05, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer person performing similar functions) of the Parent as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer in substantially the form of Exhibit E hereto stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04, provided PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, Consolidated consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such fiscal quarter and Consolidated consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent 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 consolidated statements of income and a Consolidated consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a compliance certificate of such said officer (A) setting forth in detail reasonably acceptable to the Administrative Agent the compliance with the negative covenants contained in Section 5.02 (including provisions with respect to dispositions and acquisitions of assets) and stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (iiB) that includes or to which is attached a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.045.04 (it being understood that such a compliance certificate (including such computations) shall be required for each such fiscal quarter, even if actual compliance with the covenants contained in Section 5.04 is not being tested for such fiscal quarter); provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP. (h) Clauses (a) and (b) of Section 5.04 of the Credit Agreement are amended and restated in their entireties to read as follows:

Quarterly Financials. As soon as available and in any event within 45 47 days after the end of each of the first three quarters of each Fiscal Year, Consolidated and consolidating balance sheets of the Parent Company and its Subsidiaries as of the end of such quarter and Consolidated and, to the extent required by the auditor of the Company and its Subsidiaries consolidating statements of income and a Consolidated statement of cash flows of the Parent Company and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter (except for the Consolidated statement of cash flows, which shall be on a year to date basis) and Consolidated and, to the extent required by the auditor of the Company and its Subsidiaries, consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustmentsadjustments and the absence of footnotes) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Company as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the such action that the Parent Company has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of extent the computations used by Company has entered into any Hedge Agreement permitted under Section 7.2(b)(iii)(E), detailed information as to the Parent in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation relevant amounts and terms of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAPHedge Agreements.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal YearYear (or, if earlier, within five Business Days after such date as the Parent is required to file its quarterly report on Form 10-Q for such fiscal quarter with the Securities and Exchange Commission), Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year‑end year-end audit adjustments) by the Chief Executive Financial Officer, Chief Financial Accounting Officer or Treasurer (or other Responsible Chief Compliance Officer performing similar functions) of the Parent as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04, provided that in 5.04 (which schedule shall include a statement as to the event ratio of any change in GAAP used in the preparation aggregate Collateral Value to the Letter of Credit Outstandings as of the end of each calendar month during the period covered by such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP).

Quarterly Financials. As (i) Commencing with the fiscal quarter ending March 31, 2023, as soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal YearYear (or within 120 days, in the case of the fiscal quarter ending March 31, 2023), a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer chief financial officer (or other Responsible Officer person performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP. ​ (ii) Commencing with the fiscal quarter ending March 31, 2023, as soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet of MLP and its Subsidiaries as of the end of such quarter and a Consolidated statement of income and a Consolidated statement of cash flows of MLP 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 a Consolidated statement of income and a Consolidated statement of cash flows of MLP 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief financial officer (or person performing similar functions) of the MLP (or its managing general partner) as having been prepared in accordance with GAAP, accompanied by a management’s discussion and analysis of the financial condition and results of operations for MLP such period, including segment reporting for the Borrower and its Subsidiaries; provided that the obligations in this Section 5.03(c)(ii) may be satisfied by filing the applicable financial statements and related management’s discussion and analysis (including segment reporting for the Borrower and its Subsidiaries) of MLP with the SEC no later than 60 days after the end of the applicable fiscal quarter so long as such filing is freely available to the public.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters Fiscal Quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent U.S. Borrower and its Subsidiaries and, if the U.S. Borrower has any Unrestricted Subsidiaries, the U.S. Borrower and its Restricted Subsidiaries, in each case as of the end of such quarter Fiscal Quarter and the related Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries flow for the period commencing at the end of the previous fiscal quarter Fiscal Quarter and ending with the end of such fiscal quarter Fiscal Quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarterFiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of (A) the preceding Fiscal Year, and (B) the applicable annual forecast delivered pursuant to Section 5.03(d), all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent such Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent such Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent U.S. Borrower in determining compliance with the covenants contained in Section Sections 5.02(j) and 5.04, provided PROVIDED that in the event of any change in GAAP used in the preparation of such financial statements, the Parent U.S. Borrower shall also provide, if necessary for the determination of compliance with Section Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As Commencing with the fiscal quarter ending September 30, 2003, as soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal YearYear (or such earlier date as the Borrower may be required by the SEC to deliver its Form 10-Q), a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 (commencing with the first quarter following the first anniversary of the Prior Effective Date), in each case in comparative form the corresponding figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other a Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent conformity with GAAP of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section Sections 5.02(m) and 5.04, provided that that, in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, Sections 5.02(m) and 5.04 a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent 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 statements of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer person performing similar functions) of the Parent as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and thereto, (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAPGAAP and (iii) evidence, in form reasonably satisfactory to the Administrative Agent, that each Subsidiary Guarantor and each direct and indirect parent thereof (other than the Parent and the Borrower) is in compliance with its obligation to not commingle any of its cash or other assets with any other Person.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief a Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.. Back to Contents

Quarterly Financials. As soon as available and in any event within 45 50 days after the end of each of the first three quarters of each Fiscal Year, (A) a Consolidated balance sheets sheet of the Parent and its Subsidiaries subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, (B) for Parent and its Consolidated subsidiaries other than Mexrail, Caymex, any domestic wholly owned subsidiary of Parent which holds the Investment in Group TFM or the Panama Canal Railway Company, and their respective subsidiaries, its unaudited consolidated balance sheet and related statement of income as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, all certified by its chief financial officer as presenting fairly in all material respects the financial condition and results of operations of Parent and its Consolidated subsidiaries other than Mexrail, Caymex, any domestic wholly owned subsidiary of Parent which holds the Investment in Group TFM or the Panama Railway Company, and their respective subsidiaries, on a consolidated basis consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (C) for the Loan Parties on a non-consolidated basis, unaudited summary financial statements for such fiscal quarter certified by its chief financial officer.

Quarterly Financials. As soon as available and in any event within Within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year, Consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows flow of the Parent 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 statements of income and a Consolidated statement of cash flows flow of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer corporate controller or Treasurer (chief financial officer or other Responsible Officer performing similar functions) principal financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04Sections 5.04(a) through (d), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent REIT and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent REIT 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 statements of income and a Consolidated statement of cash flows of the Parent REIT 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent REIT as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent REIT with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of such said officer stating that (x) no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent REIT has taken and proposes to take with respect thereto and (y) setting forth the withholding tax rate applicable in such jurisdiction to the making of interest payments on Debt to lenders domiciled in Singapore or Australia in all Withholding Tax Jurisdictions, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent REIT in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent REIT shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, provided further, that items that would otherwise be required to be furnished pursuant to this Section 5.03(c) prior to the 45th day after the Closing Date shall be furnished on or before the 45th day after the Closing Date.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Initial Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows income of the Parent Initial 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Initial 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustmentsadjustments and the absence of footnotes) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Initial Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that that, to such officer’s knowledge, no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Initial Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Initial Borrower in determining compliance with the covenants contained in Section 5.04; provided that, provided that in the event of any material change in GAAP generally accepted accounting principles used in the preparation of such financial statements, the Parent Initial Borrower shall also provide, if necessary for the determination provide a reconciliation of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 Within 50 days after the end of each of the first three fiscal quarters of each Fiscal Year, Consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows flow of the Parent 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 statements of income and a Consolidated statement of cash flows flow of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer corporate controller or Treasurer (chief financial officer or other Responsible Officer performing similar functions) principal financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) management's discussion and analysis of the results of operations of the Borrower and its Subsidiaries for such period, (ii) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (iiiii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04Sections 5.04(a) through (d), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each fiscal quarter of each fiscal year of the first three quarters of each Fiscal YearBorrower, Consolidated and consolidating balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter quarter, and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Parent 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 statements of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year 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 of the preceding Fiscal Yearfiscal year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged understood that a copy of to the extent that the Borrower's quarterly financials report on form 10-Q filed by the Parent with the Securities and Exchange Commission shall for a quarter sets forth such information, the Borrower may satisfy the foregoing requirementsrequirement by submitting such report), together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule Compliance Certificate substantially in the form reasonably satisfactory to of Exhibit D (it being understood that the Administrative Agent initial financial statements and Compliance Certificate delivered hereunder for the period ending as of September 30, 1995 shall assume that the computations used by the Parent Borrowings made in determining compliance connection with the covenants contained in Section 5.04Spinoff and the Merger and the Letter of Credit were outstanding as of September 30, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP1995).

Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Guarantor and its Subsidiaries as of the end of such quarter quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter quarter, and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor 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 of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer chief financial officer (or other Responsible Officer person performing similar functions) of the Parent Guarantor as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor or the Borrower, as the case may be, has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor and the Borrower in determining compliance with the covenants contained in Section Sections 5.02(o) and 5.04, provided that that, in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.02(o) and/or 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer person performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Paying Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 forty-five (45) days after the end of each of the first three quarters fiscal quarter of each Fiscal Year, : (i) a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows income of the Parent 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 quarter; and (ii) a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, ; all of the foregoing to be in reasonable detail and duly certified (subject to normal year‑end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other a Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy subject to normal year-end audit adjustments and the absence of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirementsfootnotes), together with (ix) a certificate of such said officer stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto thereto, and (iiy) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the financial covenants contained in Section 5.04Sections 5.04(a) through (d), provided provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 55 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent 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 of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year‑end year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer chief financial officer (or other Responsible Officer person performing similar functions) of the Parent Borrower (or its managing general partner) as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirements)GAAP, together with (i) a certificate of such said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (ii) a schedule in a form reasonably satisfactory to the Administrative Paying Agent of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04, ; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 forty-five (45) days after the end of each of the first three quarters fiscal quarter of each Fiscal Year, : (i) a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows income of the Parent 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 quarter; and (ii) a Consolidated statements statement of income and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, ; 77 84 all of the foregoing to be in reasonable detail and duly certified (subject to normal year‑end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent Borrower as having been prepared in accordance with GAAP (it being acknowledged that a copy subject to normal year-end audit adjustments and the absence of the quarterly financials filed by the Parent with the Securities and Exchange Commission shall satisfy the foregoing requirementsfootnotes), together with (ix) a certificate of such said officer stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto and (iiy) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Borrower in determining compliance with the financial covenants contained in Section 5.04Sections 5.04(a) through (c), provided provided, that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.