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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of 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.

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 the absence of footnotes and normal year-end audit adjustments) by the Chief a Financial Officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 substantially the form reasonably satisfactory to the Administrative Agent of Exhibit B of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04.

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 Guarantor 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 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 Yearyear, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent Guarantor as having been prepared in accordance with GAAP, together with (i) a certificate Compliance Certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is its 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 5.04Clause 18 (Financial Covenants).

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 consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such quarter and Consolidated 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 consolidated statements of income and a Consolidated 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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer (or person performing similar functions) of the Parent Guarantor as having been prepared in accordance with GAAP, together with (i) a certificate of 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.

Quarterly Financials. As Commencing with the Fiscal Quarter ending March 31, 2016, 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 Xxxx xxx be required by the SEC to deliver its Form 10-Q or such later date as the SEC may permit for the delivery of Dana’s Form 10-Q), a Consolidated balance sheets sheet of the Parent Xxxx 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 Xxxx 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 Xxxx 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 the absence of footnotes and normal year-year end audit adjustments) by the Chief Financial a Responsible Officer of the Parent Xxxx as having been prepared in accordance with GAAP, together with (i) a certificate of 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 Xxxx 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 5.04thereto.

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 US Borrower and its Subsidiaries as of the end of such quarter and a Consolidated statements of income and a Consolidated statement of cash flows of the Parent US 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 US 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 the absence of footnotes and normal year-year end audit adjustments) by the Chief Financial Officer of the Parent US Borrower as having been prepared in accordance with US GAAP, together with (i) a certificate of 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 US Borrower has taken and proposes to take with respect thereto and thereto, (ii) an MD&A and (iii) 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.

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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer or Chief Accounting Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of 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.

Quarterly Financials. As soon as available and in any event within 45 Within 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent 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 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 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 audit adjustments) by the Chief senior Financial Officer of the Parent as having been prepared in accordance with GAAPgenerally accepted accounting principles (subject to normal year-end audit adjustments and absence of footnotes), together with (i) a certificate of 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 Loan Parties have 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 generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP. (q) Section 9.07 is amended by adding at the end thereof the following new clauses (l) and (m):

Quarterly Financials. As soon as available and in any event within 45 Within 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent 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 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 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 audit adjustments) by the Chief Financial a Responsible Officer of the Parent as having been prepared in accordance with GAAPGAAP (other than the absence of footnotes), together with (i) a certificate on behalf of said officer Parent signed by a Responsible 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 covenant set forth in Section 5.045.05.

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 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 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 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 audit adjustments) by the Chief Financial a Responsible Officer of the Parent as having been prepared in accordance with GAAPGAAP (other than the absence of footnotes), together with (i) a certificate on behalf of said officer Parent signed by a Responsible 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 a reconciliation of such financial statements to former 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 audit adjustments) by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of 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.

Quarterly Financials. As soon as available and in any event by August 15, 2006 for the first fiscal quarter of 2006, and otherwise, 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 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 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 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 audit adjustments) by the Chief senior Financial Officer of the Parent as having been prepared in accordance with GAAPgenerally accepted accounting principles (subject to normal year-end audit adjustments and absence of footnotes), together with (i) a certificate of 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 Loan Parties have 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 generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of such financial statements to GAAP.

Quarterly Financials. As soon as available and in any event within 45 Within 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent 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 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 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 audit adjustments) by the Chief Financial a Responsible Officer of the Parent as having been prepared in accordance with GAAPGAAP (other than the absence of footnotes), together with (i) a certificate on behalf of said officer Parent signed by a Responsible 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 5.04a pro forma calculation of a Leverage Ratio.

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 USI 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 USI 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 USI 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 audit adjustments) by the Chief Financial Officer of the Parent USI as having been prepared in accordance with GAAP, together with (i) a certificate of 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 USI has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent Debt Coordinator of the computations used by the Parent USI in determining compliance with the covenants contained in Section 5.046.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, USI shall also provide, if necessary for the determination of compliance with Section 6.04, 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 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 audit adjustments) by the Chief Financial Officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 5.045.03, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date.

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 AYE 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 AYE 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 quarter, as filed with the end of such quarterSEC, 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 audit adjustments) by the Chief Financial Officer of the Parent AYE as having been prepared in accordance with GAAP, together with (i) a certificate of 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 AYE 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 AYE 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, AYE shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP as in effect as of the Closing Date.

Quarterly Financials. As soon as available and in any event within 45 days (or, in the case of the Fiscal Quarter ending September 30, 2022, within 60 days) after the end of each of the first three quarters of each Fiscal YearYear (commencing with the Fiscal Quarter ending September 30, 2022), (i) Consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter quarter, 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 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 the corresponding date or period all certified by a Financial Officer of the preceding Fiscal YearParent Borrower as fairly presenting in all material respects the financial position, all results of operations and cash flows of the Parent Borrower on a Consolidated basis in reasonable detail and duly certified (accordance with GAAP, subject to the absence of footnotes and normal year-end audit adjustmentsadjustments and the absence of footnotes; and (ii) by the Chief a Compliance Certificate, which shall include a statement from a Financial Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer Borrower 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 Bxxxxxxx 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 5.04thereto.

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 Lead Borrower and its Subsidiaries as of the end of such quarter quarter, Consolidated statements of income and a Consolidated statement of cash flows of the Lead 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 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 Lead 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 the absence of footnotes and normal year-year end audit adjustments) by the Chief Financial Officer chief financial officer of the Parent Lead Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 Lead 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.

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 YearYear of GNCI, Consolidated balance sheets of the Parent GNCI and its Subsidiaries as of the end of such quarter Fiscal Quarter and Consolidated statements of income income, cash flow of, and a Consolidated statement changes in stockholders' equity 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 GNCI and its Subsidiaries for the period commencing at the end of the previous Fiscal Year Quarter and ending with the end of such quarterFiscal Quarter, setting forth in each case in comparative form the year to date figures for such Fiscal Quarter, the corresponding Fiscal Quarter in the preceding Fiscal Year and the year to date figures for the corresponding date or period of Fiscal Quarter in the preceding Fiscal Year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustmentsadjustments and to the absence of footnote disclosure) by the Chief Financial Officer chief financial officer of the Parent GNCI as having been prepared in accordance with GAAP, together with (i) a certificate of said the chief financial officer of GNI 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 GNI 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 GNCI in determining compliance as of the end of such Fiscal Quarter with the covenants contained in Section 5.04Sections 5.02 and 5.04 (other than 5.04(b)) and (iii) a management and financial report, including a schedule of Funded Indebtedness, a report of same store sales for such Fiscal Quarter, and a management discussion of results from operations for such Fiscal Quarter.

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 (except that the first quarterly statements may be delivered within 90 days after the end of the relevant quarter), a Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and quarter, a Consolidated statements statement of income of the Borrower and its Subsidiaries for such Fiscal Quarter and for the portion of the Borrower's Fiscal Year ending at the end of such quarter and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end portion 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 Borrower's Fiscal Year and ending with at the end of such quarter, setting forth forth, in each case 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 audit adjustments) by the Chief Financial Officer chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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) and (b).

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 Borrower and its Subsidiaries as of the end of such 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 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 quarterFiscal 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 audit adjustments) by the Chief a Financial Officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a an Event of Default or Unmatured 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 (ii) a schedule in substantially the form reasonably satisfactory of Exhibit B to the Administrative Agent Syndicated Credit Agreement of the computations used by the Parent Borrower in determining in compliance with the covenants contained in Section 5.045.3 of this 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, Consolidated balance sheets fiscal year of the Parent Guarantor, a Consolidated balance sheet of the Parent Guarantor 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 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 and its Subsidiaries for the period commencing at with the end of the previous Fiscal Year 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 Yearfiscal year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer chief financial officer of the Parent Guarantor as having been prepared in accordance with GAAP, together with (i) a certificate of 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 Borrower has taken and proposes to take with respect thereto thereto, (ii) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP and (iiiii) 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 Sections 5.02(e)(v) and 5.04.

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 Company 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 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 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 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 audit adjustments) by the Chief Financial a Designated Officer of the Parent Company as having been prepared in accordance with GAAP, together with (iA) a certificate of said officer stating that no Default has occurred and is continuing or, if a 116 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 (iiB) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Company 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 Company 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 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 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 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 and the absence of footnotes and normal year-end audit adjustmentsfootnotes) by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of 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 5.046.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Parent shall also provide a reconciliation of 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 quarter, 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, 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-year end audit adjustments) by the Chief Financial Officer chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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.

Quarterly Financials. As soon as available and in any event within 45 days (or, in the case of the Fiscal Quarter ending September 30, 2022, within 60 days) after the end of each of the first three quarters of each Fiscal YearYear (commencing with the Fiscal Quarter ending September 30, 2022), (i) Consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter quarter, 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 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 the corresponding date or period all certified by a Financial Officer of the preceding Fiscal YearParent Borrower as fairly presenting in all material respects the financial position, all results of operations and cash flows of the Parent Borrower on a Consolidated basis in reasonable detail and duly certified (accordance with GAAP, subject to the absence of footnotes and normal year-end audit adjustmentsadjustments and the absence of footnotes; and (ii) by the Chief a Compliance Certificate, which shall include a statement from a Financial Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer Borrower 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 Xxxxxxxx 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 5.04thereto.

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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of 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 5.045.04 (which schedule shall include a statement as to the ratio of the 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).

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, 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 audit adjustments) by the Chief Financial Officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 Second Lien 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 generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of 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 Yearfiscal 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 statements 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 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 Yearfiscal year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 5.045.03.

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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 substantially the form reasonably satisfactory to the Administrative Agent of Exhibit F of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04.

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, 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 audit adjustments) by the Chief Financial Officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 First Lien 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 generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a reconciliation of 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 Yearfiscal year of the Borrower, 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 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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 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), (c), (e), (f), (g) and 6.04.

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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 in determining compliance with the covenants contained in Section 5.04thereto.

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 and Consolidated statements statement 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 and a Consolidated statements statement 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 the absence of footnotes and normal year-end audit adjustmentsadjustments and the absence of footnotes) by the Chief Financial Officer of the Parent Company as having been prepared in accordance with GAAP, together with (i) a certificate of 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 and/or TCML has taken and proposes to take with respect thereto thereto; and (ii) a schedule 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 internal report of the operations of the Company and its Subsidiaries for such fiscal quarter, setting forth for each of the segments and properties of the Company and its Subsidiaries, operational figures in each case in comparative form reasonably satisfactory to the Administrative Agent budgets for such fiscal quarter and to the corresponding figures for the corresponding date or period of the computations used preceding Fiscal Year, all in reasonable detail as requested by the Parent in determining compliance with the covenants contained in Section 5.04Administrative Agent.

Quarterly Financials. As soon as available and in any event within 45 days after the end of each fiscal quarter of each fiscal year of the first three quarters of each Fiscal YearBorrower, an unaudited Consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and unaudited Consolidated statements of income operations, changes in partners' capital and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries for the period commencing at the end of the previous preceding 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 the absence of footnotes and normal year-end audit adjustmentsadjustments and the absence of footnotes) by the Chief Financial Officer chief financial officer or chief accounting officer of the Parent General Partner as having been prepared in accordance with GAAP, together with (i) a certificate of 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 Borrower proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of reasonable detail showing the computations used by such officer in determining, as of the Parent in determining end of such fiscal quarter, compliance with the covenants contained in Section 5.04.Sections 6.12, 6.13 and 6.14;

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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer director of finance of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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; provided that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide a schedule in form reasonably satisfactory reconciliation of such financial statements to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04GAAP.

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 Yearfiscal 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 statements 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 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 Yearfiscal year, all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-year end audit adjustments) by the Chief Financial Officer chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 5.045.03.

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 itsSubsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement statements 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, 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 audit adjustments) by the Chief Financial Officer chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 5.045.03.

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 YearQuarters, Consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the end of such quarter Fiscal Quarter and Consolidated statements of income and a Consolidated statement statements 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 Consolidated statements of income and a Consolidated statement statements 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 quarterFiscal 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 audit adjustments) by the Chief Financial a Senior Officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer such Senior 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 Lender of the computations used by the Parent Borrower in determining compliance with the covenants contained in subsections 5.04(a) through (e) and Section 5.045.02(o).

Quarterly Financials. As soon as available and in any event within (x) 45 days after the end of each of the first three fiscal quarters of each Fiscal Year and (y) after the last fiscal quarter of each Fiscal Year, upon the date that the annual audited report is due pursuant to clause (b) above, a Consolidated balance sheets sheet of the Parent 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 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 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 exclusion of footnotes and normal year-end audit adjustments) by the Chief Financial a Responsible Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer a Responsible 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.

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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer of the Parent Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of 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 substantially the form reasonably satisfactory to the Administrative Agent of Exhibit G of the computations used by the Parent Borrower in determining compliance with the covenants contained in Section 5.04.

Quarterly Financials. As Solely in the case of NGP (except as -------------------- provided in clause (i) below), 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 Yearfiscal year of NGP, Consolidated and consolidating balance sheets of the Parent NGP and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated statement statements of cash flows of the Parent NGP 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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer principal accounting officer of the Parent NGP as having been prepared in accordance with GAAP, together with (i) a certificate of said officer and a certificate of the principal accounting officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement from such Persons as to the nature thereof and the action that NGP and the Parent has Borrower have taken and proposes propose to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by NGP and the Parent Borrower in determining compliance with the covenants contained in Section 5.04Sections 6.02(a), (b), (d), (e), (f) and 6.04.

Quarterly Financials. As soon as available and in any event by the later to occur of (x) the delivery of the same under the First Lien Credit Agreement in accordance with the terms thereof, as amended, and (y) within 45 60 days (as such date may be extended by the Administrative Agent in its sole discretion) after the end of each of the first three fiscal quarters of each Fiscal Year, a Consolidated balance sheets sheet of the Parent 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 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 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 exclusion of footnotes and normal year-end audit adjustments) by the Chief Financial a Responsible Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of said officer a Responsible 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.

Quarterly Financials. As soon as available and in any event -------------------- within 45 days after the end of each fiscal quarter, commencing June 30, 2000, a Consolidated balance sheet of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent Borrower and its Subsidiaries Subsidiaries, in each case as of the end of such fiscal quarter and Consolidated statements of income operations and a Consolidated statement of cash flows of the Parent Borrower and its Subsidiaries Subsidiaries, in each case 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 operations 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 fiscal quarter and Fiscal Year-to-date or period of the preceding Fiscal Year and the corresponding figures for the corresponding month and Fiscal Year-to-date period of the annual forecast previously delivered pursuant to Section 5.03(d), all in reasonable detail and duly certified (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer chief financial officer of the Parent as having been prepared in accordance with GAAPBorrower, together with (iA) a certificate of 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 thereto, (iiB) 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), and (C) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, 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, if otherwise provided, consolidating balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated and, if otherwise provided, 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 a Consolidated and, if otherwise provided, 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 the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of 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.

Quarterly Financials. (i) As soon as available and in any event within not later than 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 and its Subsidiaries Company, the unaudited consolidated balance sheet of the Parent Company, as of the end of such quarter quarter, and Consolidated the consolidated statements of income and a Consolidated statement of cash flows of the Parent Company, each for the fiscal quarter then ended and its Subsidiaries for the period commencing at the end of the previous fiscal quarter year and ending with the end of such fiscal quarter quarter, all in reasonable detail and Consolidated duly certified with respect to such statements (subject to year-end audit adjustments) by an authorized financial officer of the Parent Company as having been prepared in accordance with GAAP, except for the absence of footnotes (provided that the requirements of this Section 5.5(b) with respect to consolidated financial statements of the Parent Company shall be deemed satisfied by delivery of the Parent Company's Form 10-Q for such fiscal quarter) and (ii) as soon as available and in any event not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower, as of the end of such quarter, and the consolidated statements of income and a Consolidated statement of cash flows of the Parent Borrower, each for the fiscal quarter then ended and its Subsidiaries for the period commencing at the end of the previous Fiscal Year 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 with respect to such statements (subject to the absence of footnotes and normal year-end audit adjustments) by the Chief Financial Officer an authorized financial officer of the Parent Company as having been prepared in accordance with GAAP, together with (i) a certificate except for the absence of 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.footnotes;

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 80 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 Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a certificate of 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 5.046.04.