Common use of Quarterly Financials Clause in Contracts

Quarterly Financials. As soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year), financial information regarding the Parent and its Subsidiaries, certified by the Chief Financial Officer of the Parent, consisting of consolidated unaudited balance sheets as of the close of such fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes. Such financial information shall be accompanied by the certification of the Chief Financial Officer of the Parent that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Parent and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter and for the period then ended and (B) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event in existence as of such time or, if an Incipient Termination Event or Termination Event shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Event. In addition, the Borrower shall furnish, or cause to be furnished, to the Administrative Agent and the Managing Agents, within forty-five (45) days after the end of each fiscal quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year), financial information regarding the Parent Servicer and its Subsidiaries, certified by the Chief Financial Officer of the ParentServicer, consisting of consolidated unaudited balance sheets as of the close of such fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes. Such financial information shall be accompanied by the certification of the Chief Financial Officer of the Parent Servicer that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Parent Servicer and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter and for the period then ended and (B) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event in existence as of such time or, if an Incipient Termination Event or Termination Event shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Event. In addition, the Borrower Servicer shall furnish, or cause to be furnished, to the Administrative Agent and the Managing Agents, within forty-five (45) days after the end of each fiscal quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent Servicer with the Securities and Exchange Commission.

Quarterly Financials. As soon as availableTo Agent, and in any event within forty-five (45) 45 days after the end of each fiscal quarter (other than the last quarter of such fiscal year)Fiscal Quarter, consolidated and consolidating financial information regarding the Parent Borrower and its Subsidiaries, certified by the Chief Financial Officer of the ParentBorrower, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate" showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of the Parent Borrower that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) the financial position and position, results of operations and statements of the Parent cash flows of Borrower and its Subsidiaries, on both a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event of Default in existence as of such time or, if an Incipient Termination Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Eventof Default. In addition, the Borrower shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) 45 days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as availableTo Administrative Agent and Lenders, and in any event within forty-five (45) days after the end of each fiscal quarter (other than of the last quarter first three Fiscal Quarters of such fiscal year)each Fiscal Year, consolidated financial information regarding the Parent Holdings and its Subsidiaries, certified by the Chief Financial Officer of the ParentHoldings, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (except for the absence of footnotes and subject to normal year-end audit adjustments and the absence of footnotesadjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of the Parent Holdings that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position and position, results of operations and statements of the Parent cash flows of Holdings and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower Holdings shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement variance analysis report that includes a comparison to budget for that Fiscal Quarter and (2beginning with 2008) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year), financial information regarding the Parent and its Subsidiaries, certified by the Chief Financial Officer of the Parent, consisting of consolidated unaudited balance sheets as of the close of such fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes. Such financial information shall be accompanied by the certification of the Chief Financial Officer of the Parent that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Parent and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter and for the period then ended and (B) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event in existence as of such time or, if an Incipient Termination Event or Termination Event shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Event. In addition, the Borrower shall furnish, or cause to be furnished, to the Administrative Agent and the Managing Agents, within forty-five (45) days after the end of each fiscal quarter, (1) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as available, and in any event within forty-five (45) 45 days after the end of each fiscal quarter (other than the last quarter of such fiscal year), financial information regarding the Parent and its Subsidiaries, certified by the Chief Financial Officer of the Parent, consisting of consolidated unaudited balance sheets as of the close of such fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes. Such financial information shall be accompanied by the certification of the Chief Financial Officer of the Parent that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Parent and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter and for the period then ended and (B) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event in existence as of such time or, if an Incipient Termination Event or Termination Event shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Event. In addition, the Borrower shall furnish, or cause to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) 50 days after the end of each fiscal quarter, (1y) a statement in reasonable detail (each, a "Compliance Certificate") showing the calculations used in determining compliance with each financial test covenant described in Annex Z Sections 9.01(v) and (x) of the Sale Funding Agreement and (2z) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as availableTo Agent and Lenders, and in any event within forty-five (45) days after the end of each fiscal quarter Fiscal Quarter (other than including the last quarter Fiscal Quarter of such fiscal yeareach Fiscal Year), consolidated financial information regarding the Parent Holdings and its Subsidiaries, certified by the Chief Financial Officer of the ParentBorrower, consisting of including consolidated (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotesyear-end audit adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate") showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of the Parent Borrower that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments and year-end audit adjustments) the financial position and position, results of operations and statements of the Parent cash flows of Holdings and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period provided in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange CommissionForm 10-Q for such Fiscal Quarter.

Quarterly Financials. As soon as availableTo Agent, and in any event within forty-five (45) 45 days after the end of each fiscal quarter (other than the last quarter of such fiscal year)Fiscal Quarter, consolidated financial information regarding the Parent Borrower and its Subsidiaries, certified by the Chief Principal Financial Officer of the ParentBorrower, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter (including a balance sheet for each Credit Party) and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate" showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Principal Financial Officer of the Parent Borrower that (Ai) such financial information presents fairly in all material respects in accordance with GAAP (subject to normal year-end adjustments) the financial position and position, results of operations and statements of the Parent cash flows of Borrower and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsAgent, within forty-five (45) 45 days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as availableTo Agent and Lenders, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year)Fiscal Quarter, consolidated and consolidating financial information regarding the Parent Borrowers and its their Subsidiaries, certified by the Chief Financial Officer chief financial officer or treasurer of the ParentBorrower Representative, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared (other than the Projections) in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate" showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer chief financial officer or treasurer of the Parent Borrower Representative that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end Annex E-1 adjustments) the financial position and position, results of operations and statements of the Parent cash flows of Borrowers and its their Subsidiaries, on both a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower Borrowers shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and to the extent not otherwise set forth on SMP's Form 10Q, analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as availableTo Agent and Lenders, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year)Fiscal Quarter, consolidated and consolidating financial information regarding the Parent Borrowers and its their Subsidiaries, certified by the Chief Financial Officer chief financial officer or treasurer of the ParentBorrower Representative, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared (other than the Projections) in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate" showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer chief financial officer or treasurer of the Parent Borrower Representative that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position and position, results of operations and statements of the Parent cash flows of Borrowers and its their Subsidiaries, on both a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower Borrowers shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and to the extent not otherwise set forth on SMP's Form 10Q, analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as availableTo Agent and Lenders, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year)Fiscal Quarter, consolidated and consolidating financial information regarding the Parent Borrowers, Specified Borrowers and its their respective Subsidiaries, certified by the Chief Financial Officer of Borrower Representative, including (i) commencing with the ParentFiscal Quarter ending March 31, consisting of consolidated 1999, unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments). Such financial information shall be accompanied by (A) a Compliance Certificate in respect of each of the financial covenants set forth on Annex F which is tested quarterly on a trailing four quarter basis and (B) the certification of the Chief Financial Officer of the Parent Borrower Representative that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position and position, results of operations and statements of the Parent cash flows of Borrowers, Specified Borrowers and its their respective Subsidiaries, on both a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for the period then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower Borrowers and Specified Borrowers shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis which includes a comparison to the corresponding period for the prior year for that includes Fiscal Quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year, and the Borrowers and Specified Borrowers hereby acknowledge and agree that the Agent and Requisite Lenders may readjust the financial covenants contained in Annex F as set forth in the quarterly filings made by the Parent with the Securities a result of their review of such management discussion and Exchange Commission.analysis;

Quarterly Financials. As soon as availableTo Agent and Lenders, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year)Fiscal Quarter, consolidated financial information regarding the Parent Holdings and its Subsidiaries, certified by the Chief Financial Officer of the ParentHoldings, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of the Parent Holdings that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) the financial position and position, results of operations and statements of the Parent cash flows of Holdings and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended ended, and (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower such financial information shall furnish, or cause to be furnished, to the Administrative Agent and the Managing Agents, within forty-five (45) days after the end of each fiscal quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made accompanied by the Parent with the Securities information and Exchange Commission.reports required by clause (a) of Annex F.

Quarterly Financials. As soon as availableTo Agent and Lenders, and in any event within forty-five (45) 45 days after the end of each fiscal quarter of the first three Fiscal Quarters in any Fiscal Year: (other than the last quarter of such fiscal year)1) Consolidated and, except with respect to statements cash flow, consolidating financial information regarding the Parent Borrowers and its their Subsidiaries, certified by the Chief Financial Officer of the ParentDetails, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of the Parent Details that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position and position, results of operations and statements of the Parent cash flows of Borrowers and its their Subsidiaries, on both a consolidated and and, except with respect to statements cash flow, consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower Borrowers shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) 45 days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year. (2) Consolidated financial information regarding Parent and its Subsidiaries, certified by the Chief Financial Officer of Parent, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year, all prepared in accordance with GAAP (subject to normal year-end adjustments). Such financial information shall be accompanied by (A) the certification of the Chief Financial Officer of Parent that (i) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position, results of operations and statements of cash flows of Parent and its Subsidiaries, on a consolidated basis, as set forth at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in the quarterly filings made by the Parent with the Securities and Exchange Commissionall material respects.

Quarterly Financials. As soon as availableTo Agent and Lenders, and in any event within forty-five (45) days after the end of each fiscal quarter Fiscal Quarter (other than including the last quarter of such fiscal yearfourth Fiscal Quarter), consolidated and consolidating financial information regarding the Parent OSM and its Subsidiaries, certified by the Chief Financial Officer of the ParentBorrower Representative, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter, (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments adjustments), and (iii) a summary of the absence outstanding balance of footnotesall intercompany notes as of the last day of that Fiscal Quarter. Such financial information shall be accompanied by (A) a statement in reasonable detail substantially in the form of Exhibit Annex E (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants, which calculations shall be provided whether or not a Gross Availability Shortfall has occurred, and (B) the certification of the Chief Financial Officer Officer, Treasurer or Corporate Controller of the Parent Borrower Representative that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position and position, results of operations and statements of the Parent cash flows of OSM and its Subsidiaries, on both a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Event. In addition, the Borrower shall furnish, or cause to be furnished, to the Administrative Agent and the Managing Agents, within forty-five (45) days after the end of each fiscal quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange CommissionDefault.

Quarterly Financials. As soon as availableTo Agent and Lenders, and in any event within forty-five (45) 45 days after the end of each fiscal quarter (other than Fiscal Quarter, except the last quarter of such fiscal year)Fiscal Quarter ending on or about September 30, 2001, which shall be 43 days, consolidated and consolidating financial information regarding the Parent Borrowers and its their Subsidiaries, certified by the Chief Financial Officer of the ParentBorrower Representative, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate" showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of the Parent Borrower Representative that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position and position, results of operations and statements of the Parent cash flows of Borrowers and its their Subsidiaries, on both a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower Borrowers shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) 45 days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as availableTo Agent, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year)Fiscal Quarter, financial information regarding the Parent Borrower and its Subsidiaries, certified by the Chief Financial Officer of the ParentBorrower, consisting of (1) unaudited consolidated unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related consolidated statements of income and cash flows for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Month; and (2) unaudited consolidated statements of income and cash flows for such Fiscal Quarter, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments adjustments). To the extent that the foregoing information is set forth in any periodic filing with the Securities and Exchange Commission, delivery of a copy of such filing shall meet the absence requirement of footnotesthe preceding sentence. Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Quarterly Compliance Certificate") showing the calculations used in determining compliance with each financial covenant set forth on Annex E which is tested on a quarterly basis, the calculations used in determining the applicable margins pursuant to Section 1.5 (a), and the calculations to show compliance with Sections 6.2(a)(iii)(A), 6.2(a)(iv), 6.3 (a)(vii), 6.3(a)(ix), 6.4(b) and 6.14(d) and (B) the certification of the Chief Financial Officer of the Parent Borrower that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position and results of operations of the Parent Borrower and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter and for the period then ended and (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Event. In addition, the Borrower shall furnish, or cause to be furnished, to the Administrative Agent and the Managing Agents, within forty-five (45) days after the end of each fiscal quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.Default;

Quarterly Financials. As soon as available, and in any event within forty-five (45) 45 days after the end of each fiscal quarter (other than the last fiscal quarter of such any fiscal year), financial information regarding the Parent and its Subsidiaries, certified by the Chief Financial Officer of the Parent, consisting of consolidated (i) unaudited balance sheets as of the close of such fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter and (ii) unaudited statements of income and cash flows for such fiscal quarter, setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such fiscal year, all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes. Such financial information shall be accompanied by a listing of the letter of credit requirements of the Parent and its Subsidiaries as of the end of such quarter and the certification of the Chief Financial Officer of the Parent that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Parent and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter and for the period then ended ended, subject to the absence of footnotes (except as to the identity of the Borrower) ordinary year-end audit adjustments and (B) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event in existence as of such time or, if an Incipient Termination Event or Termination Event shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Event. In addition, the Borrower Originator shall furnish, or cause to be furnished, to the Administrative Agent and the Managing AgentsCollateral Agent, within forty-five (45) 45 days after the end of each fiscal quarter, (1y) a statement in reasonable detail (each, a "Compliance Certificate") showing the calculations used in determining compliance with each financial test described in covenant set forth on Annex Z of the Sale Agreement 4.02(o) and (2z) a management discussion and analysis that includes a comparison to budget for the fiscal year to date as of the end of such fiscal quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year), financial information regarding the Parent Servicer and its Subsidiaries, certified by the Chief Financial Officer of the ParentServicer, consisting of consolidated unaudited balance sheets as of the close of such fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes. Such financial information shall be accompanied by the certification of the Chief Financial Officer of the Parent Servicer that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Parent Servicer and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter and for the period then ended and (B) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event in existence as of such time or, if an Incipient Termination Event or Termination Event shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Event. In addition, the Borrower Servicer shall furnish, or cause to be furnished, to the Administrative Agent and the Managing Agents, within forty-five (45) days after the end of each fiscal quarter, (1) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale this Agreement and (2) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent Servicer with the Securities and Exchange Commission.

Quarterly Financials. As soon as available, and in any event within forty-five (45) 45 days after the end of each fiscal quarter (other than the last quarter of such fiscal year)quarter, financial information regarding the Parent and its Subsidiaries, certified by the Chief Financial Officer of the Parent, consisting of consolidated (i) unaudited balance sheets as of the close of such fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter and (ii) unaudited statements of income and cash flows for such fiscal quarter, setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such fiscal year, all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes. Such financial information shall be accompanied by a listing of the letter of credit and surety bond requirements of the Parent and its Subsidiaries as of the end of such quarter and the certification of the Chief Financial Officer of the Parent that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Parent and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter and for the period then ended and (B) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event in existence as of such time or, if an Incipient Termination Event or Termination Event shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Event. In addition, the Borrower shall furnish, or cause to be furnished, to the Administrative Agent and the Managing AgentsCollateral Agent, within forty-five (45) 45 days after the end of each fiscal quarter, (1y) a statement in reasonable detail (each, a "Compliance Certificate") showing the calculations used in determining compliance with each financial test described in covenant set forth on Annex Z of the Sale Agreement G and (2z) a management discussion and analysis that includes a comparison to projections for the fiscal year to date as of the end of such fiscal quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as available, and in any event within forty-five (45) no later than 45 days after following the end of each fiscal quarter (other than the last a fiscal quarter of such which is also a fiscal yearyear end), financial information regarding the Parent and its Subsidiaries, certified by the Chief Financial Officer chief financial officer of the Parent, consisting of consolidated (i) unaudited balance sheets as of the close of such fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter and (ii) unaudited statements of income and cash flows for such fiscal quarter, setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Budgets for such fiscal year, all prepared in accordance with GAAP, subject to normal GAAP (except for year-end audit adjustments and the absence of footnotes). Such financial information shall be accompanied by the certification of the Chief Financial Officer chief financial officer of the Parent that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Parent and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter and for the period then ended and (B) any other information presented presented, if any, is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event in existence as of such time or, if an Incipient Termination Event or Termination Event shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Event. In addition, the Borrower Seller shall furnish, or cause to be furnished, to the Administrative Agent and the Managing AgentsCollateral Agent, within forty-five (45) 45 days after the end of each fiscal quarter, (1) quarter and a statement in reasonable detail (each, a "Compliance Certificate") showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as covenant set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.on Annex G. (d) (d)

Quarterly Financials. As soon as available, and in any event within forty-five Within the later of (45x) 45 days after the end of the first three Fiscal Quarters of each fiscal quarter Fiscal Year and (other than y) the last quarter date Borrower is required to file its Form 10-Q with the SEC for each of such fiscal year)the first three Fiscal Quarters of each Fiscal Year, consolidated and Consolidating financial information regarding the Parent and its SubsidiariesLoan Parties, certified by the Chief Financial Officer of the ParentLoan Parties, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes. Such footnote disclosures).Such financial information shall be accompanied by the certification of the Chief Financial Officer of the Parent Loan Parties that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments and the absence of footnote disclosures) the financial position and position, results of operations and statements of cash flows of the Parent and its SubsidiariesLoan Parties, on both a consolidated and consolidating Consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower Xxxxxxxx shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) 45 days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year), financial information regarding the Parent and its Subsidiaries, certified by the Chief Financial Officer of the Parent, consisting of consolidated unaudited balance sheets as of the close of such fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter, all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes. Such financial information shall be accompanied by the certification of the Chief Financial Officer of the Parent that (A) such financial information presents fairly in accordance with GAAP the financial position and results of operations of the Parent and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter and for the period then ended and (B) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Event or Termination Event in existence as of such time or, if an Incipient Termination Event or Termination Event shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Event or Termination Event. In addition, the Borrower shall furnish, or cause to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) days after the end of each fiscal quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis that includes a comparison of performance for the fiscal year to date as of the end of that fiscal quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.

Quarterly Financials. As soon as availableTo Agent, and in any event within forty-five (45) days after the end of each fiscal quarter (Fiscal Quarter other than the last quarter any Fiscal Quarter ending December 31 of such fiscal year)any Fiscal Year, consolidated financial information regarding the Parent Holdings and its Subsidiaries, certified by the Chief Financial Officer (or the treasurer or any other senior executive officer of the ParentHoldings acting in such capacity as chief financial officer) of Holdings, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotes). Such financial information shall be accompanied by (A) a statement by the Chief Financial Officer (or the treasurer or any other senior executive officer of Holdings acting in such capacity as chief financial officer) of Holdings in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis and (B) the certification of the Chief Financial Officer of the Parent Holdings that (Ai) such financial information presents fairly in all material respects in accordance with GAAP (subject to normal year-end adjustments) the financial position and position, results of operations and statements of the Parent cash flows of Holdings and its Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for that portion of the period Fiscal Year then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event shall have of Default has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower Holdings shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsAgent, within forty-five (45) days after the end of each fiscal quarterFiscal Quarter other than any Fiscal Quarter ending December 31 of any Fiscal Year, (1) to the extent not included in a statement in reasonable detail showing the calculations used in determining compliance report on Form 10-Q filed by Holdings with each financial test described in Annex Z of the Sale Agreement and (2) respect to such Fiscal Quarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year, as set forth . (c) Clause (i) of paragraph (d) of Annex E to the Credit Agreement shall be deleted in the quarterly filings made its entirety and shall be replaced in its entirety by the Parent following: (i) a Compliance Certificate showing the calculations used in determining compliance with the Securities Financial Covenants tested for the Fiscal Quarter and Exchange CommissionFiscal Year ended December 31.

Quarterly Financials. As soon as availableTo Agent and Lenders, and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last quarter of such fiscal year)Fiscal Quarter, consolidated and consolidating financial information regarding the Parent Borrower and its Subsidiaries, certified by the Chief Financial Officer of the ParentBorrower, consisting of consolidated including (i) unaudited balance sheets as of the close of such fiscal quarter Fiscal Quarter and the related statements of income and cash flows flow for that portion of the fiscal year Fiscal Year ending as of the close of such fiscal quarterFiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments and the absence of footnotesadjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a "Compliance Certificate") showing Borrower's quarterly calculation of the weighted average mark-xx from standard cost to wholesale dealer cost and the calculations used in determining compliance with (x) the covenant contained in Section 6.6, (y) each of the financial covenants set forth on Annex G which is tested on a quarterly basis, and (z) for purposes of determining the Applicable Margins, the Operating Cash Flow Ratio, and (B) the certification of the Chief Financial Officer of the Parent Borrower that (Ai) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments) the financial position and position, results of operations and statements of the Parent cash flows of Borrower and its Subsidiaries, on both a consolidated and consolidating basis, in each case as at the end of such quarter Fiscal Quarter and for the period then ended and ended, (Bii) any other information presented is true, correct and complete in all material respects and that there was no Incipient Termination Default or Event or Termination Event of Default in existence as of such time or, if an Incipient Termination a Default or Event or Termination Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Incipient Termination Default or Event or Termination Eventof Default. In addition, the Borrower shall furnish, or cause deliver to be furnished, to the Administrative Agent and the Managing AgentsLenders, within forty-five (45) days after the end of each fiscal quarterFiscal Quarter, (1) a statement in reasonable detail showing the calculations used in determining compliance with each financial test described in Annex Z of the Sale Agreement and (2) a management discussion and analysis which includes a comparison to budget for that includes Fiscal Quarter and a comparison of performance for the fiscal year to date as of the end of that fiscal quarter Fiscal Quarter to the corresponding period in the prior year, as set forth in the quarterly filings made by the Parent with the Securities and Exchange Commission.;