Common use of Quarterly Reports Clause in Contracts

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company Borrower and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Borrower is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending June 30, 2005, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated income statements and statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes required by GAAP, (ii) a management report in reasonable detail setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s 's discussion and analysis, in a form reasonably satisfactory to the Administrative Agentreasonable detail, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year and related consolidated statements of income and cash flows for the then elapsed portion of the fiscal year, in each case in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower and the Subsidiaries as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidating basis, the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to its financial condition, results of operations and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows, and (iii) a management's discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and available, but in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of Fiscal Quarter in each Fiscal Year (including the first three fiscal quarters last Fiscal Quarter of each fiscal year Fiscal Year) (i) the quarterly report of Administrative Borrower required to be filed with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act, including the unaudited consolidated balance sheet sheets of the Designated Company Credit Parties as of at the end of such fiscal quarter and period, the related unaudited consolidated statements of income and cash flows flow of the Credit Parties and the related unaudited consolidated statements of income for such fiscal quarter and Fiscal Quarter or if such quarterly reports are not filed with the SEC for any reason, the then elapsed portion unaudited consolidated balance sheets of the fiscal yearCredit Parties as at the end of such period, in comparative form with the related unaudited consolidated statements of income and cash flows flow of the Credit Parties and the related unaudited consolidated statements of income for the comparable periods in the previous fiscal yearsuch Fiscal Quarter, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by (ii) a certificate of a Financial Senior Officer of the Administrative Borrower stating that such unaudited financial statements information fairly presentpresents, in all material respects, the consolidated financial condition, position of the Credit Parties as at the dates indicated and the results of its operations and cash flows of the Designated Company as of the date and flow for the periods specified Fiscal Quarters indicated, such consolidated balance sheets and consolidated statements of income and cash flow in accordance with US GAAP consistently appliedGAAP, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter adjustments and the then elapsed portion absence of the fiscal yearfootnotes, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows a copy of the Designated Company quarterly updated litigation report for such Fiscal Quarter; provided, however, to the extent such quarterly report filed with the SEC contains a complete and its Restricted Subsidiaries separating out correct disclosure regarding litigation, such quarterly report shall be deemed to satisfy this clause, (iv) a detailed report of all Asset Dispositions permitted by SECTION 9.04, (v) an update of Schedule 6.01(v) reflecting all changes since the results by region;last update, and (vi) an updated list of all Coal Supply Agreements in reasonable detail reflecting all changes since the last update.

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Parent as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a consolidated balance sheet and statements of income and cash flows separating out Borrower and the Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Parent as of the date and for the periods specified in accordance with US GAAP consistently applied, applied and on a basis consistent with the audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, adjustments and the absence of footnotes; (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth the financial condition, results of operation and cash flows of Parent as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to Parent’s financial condition, results of operation and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows; and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause paragraph (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows, and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event Within 45 days (or, with respect to the fiscal quarter ended September 30, 2003, within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), Closing Date) after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-Q under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal quarter, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal quarter delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of the Designated Company Borrower and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower and its Subsidiaries as of the such date and for the such periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited the financial statements referred to in clause (aa)(ii) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (iiiii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within Within 45 days after the earlier end of each fiscal quarter of each fiscal year (including the last fiscal quarter of each fiscal year) with respect to deliveries required to be made pursuant to clauses (i) forty-five (45) days and (iiiv) such shorter period as may be required by the Securities of this paragraph (b) and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), within 45 days after the end of each of the first three fiscal quarters of each fiscal year with respect to deliveries required to be made pursuant to clauses (ii) and (iii) of this paragraph (b) (but no later than the date on which Holdings is required to file a Form 10-Q under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause paragraph (a) of if this SectionSection 5.01(b), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (iiiv) of this Section 5.01(b) may be furnished in a schedule setting forth the form of a Form 10-Q (so long as intercompany Indebtedness outstanding and changes thereto since the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionfiscal quarter;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year of Holdings and the Administrative Borrower (or, solely with respect to their respective first two fiscal quarters ending after the Closing Date, within the earlier of (x) 60 days after the end of each such fiscal quarter of Holdings or the Administrative Borrower, as applicable, and (y) the date on which Holdings or the Administrative Borrower, as applicable, files a Form 10Q with the SEC under the Exchange Act for the respective fiscal quarter), (i) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of income, cash flows and stockholders equity for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated balance sheet and related consolidated statements of income, cash flows and stockholders equity for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer of Holdings stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings and its Subsidiaries as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a)(i) of this Section 5.01, subject to normal year-end audit adjustments and the absence of footnotes, (ii) management’s analysis and discussion of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year, (iii) the unaudited consolidated balance sheet of the Designated Company Administrative Borrower and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated balance sheet and related consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of the Administrative Borrower stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Administrative Borrower and its Subsidiaries as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited the annual financial statements referred to in clause (aiii) of this SectionSection 5.01(a), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, and (iiiv) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionbudgeted amounts;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year thereafter, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with the audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, analysis in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act)Commission, after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending June 30, 2007, (i) the consolidated balance sheet of the Designated Company Canadian Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Canadian Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company Canadian Borrower and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US U.S. GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and ), (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionregion and (iv) such other consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries as may be required to be delivered pursuant to the Term Loan Credit Agreement (or any Term Loan Credit Agreement Refinancing Indebtedness);

Quarterly Reports. As soon as available and in any event within the earlier of 45 days (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (includingor, if applicableearlier, any extension permitted within three Business Days after such earlier date on which Holdings is required to file a Form 10-Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2011, (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth a statement of income items and Consolidated EBITDA of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (iiiii) of this Section 5.01(b(other than with respect to comparisons to budgeted amounts) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-Q under the Exchange Act), (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statement of income for such fiscal quarter and the related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01(a), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidating basis, the financial condition, results of operations and cash flows of each of Holdings’ business segments as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the financial condition, results of operations and cash flows of each such business segment as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows, and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Holdings is required to file a form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including, with respect to any Subsidiary of Holdings that is not a Subsidiary Guarantor, and each other Subsidiary of Holdings for which such note is required to be prepared pursuant to the requirements of applicable law or GAAP, a note with a consolidating balance sheet and financial statement of income and cash flows separating out each of such Subsidiary), all prepared in accordance with Regulation S-X under the Securities Act if required by the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry wide reporting standards and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Borrower is required to file a Form 10Q under the Exchange Act pursuant to Sections 15 and 13(d) of the Exchange Act), (i) the consolidated balance sheet of the Designated Company each of (x) Borrower and its Subsidiaries and (y) Xxxxxx and its Subsidiaries, in each case as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and its Subsidiaries and Xxxxxx and its Subsidiaries, as applicable), all prepared in accordance with Regulation S-X under (in the Securities Act case of Borrower and its Subsidiaries only) and GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower and its Subsidiaries or Xxxxxx and its Subsidiaries, as applicable, as of the date and for the periods specified in accordance with US GAAP Regulation S-X and/or GAAP, as the case maybe, consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, adjustments and the absence of footnotes and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (including commentary on (x) any material developments or proposals affecting Borrower and its Subsidiaries or Xxxxxx and its Subsidiaries, as the case may be, or their respective businesses and (y) the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous quarter year) (it being understood that the information required delivery by clauses (i) Borrower or Xxxxxx of quarterly reports on Form 10-Q of Borrower and (ii) its consolidated Subsidiaries or Xxxxxx and its consolidated Subsidiaries, as applicable, shall satisfy the requirements of this Section 5.01(b) may be furnished in to the form of a Form 10-Q (so long as extent such quarterly reports include the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveinformation specified herein)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Regency MLP is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company Regency MLP as of the end of such fiscal quarter and related consolidated income statements and statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Regency MLP as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes required by GAAP, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agentreasonable detail, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)Q) and (iii) consolidating as soon as reasonably available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year, each Joint Venture’s unaudited consolidated balance sheetssheet and unaudited income statement for such quarter and unaudited cash flow statement for such year-to-date period prepared in accordance with GAAP. At any time at which the information described in clauses (i) and (ii) above is required to be delivered hereunder but Regency MLP is not subject to the Exchange Act Provisions, statements Regency MLP shall also furnish a management report in reasonable detail setting forth (A) statement of income items and cash flows Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the Designated Company fiscal year, showing variance, by dollar amount and its Restricted Subsidiaries separating out percentage, from amounts for the results by regioncomparable periods in the previous fiscal year and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the first fiscal quarter ending after the date hereof, (ii)(A) the consolidated balance sheet of the Designated Company Holdings as of the end of each of the first three fiscal quarters and related consolidated statements of income and cash flows for each such fiscal quarter and for the then elapsed portion of the fiscal year and (B) the consolidated balance sheet of Holdings as of the end of each of the first three fiscal quarters of each fiscal year, beginning with the first fiscal quarter ending after the date hereof, and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretonotes, in each case, thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Holdings, the Borrowers and the Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report in a form reasonably satisfactory to the Administrative Agents setting forth (A) statement of income items of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, including same-store sales and (iii) management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgents, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-Q under the Exchange Act), (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statement of income for such fiscal quarter and the related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01(a), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidating basis, the financial condition, results of operations and cash flows of each of the Department 56 business and the Lenox business as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the financial condition, results of operations and cash flows of such business as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows, and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (or 60 days after the end of the fiscal quarter ended September 30, 2010 and the fiscal quarter ended March 31, 2011), (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year and related consolidated statements of cash flow for the then elapsed portion of the fiscal year, and, commencing with the fiscal quarter ended March 31, 2012, in comparative form with the consolidated balance sheet, statements of income operations and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end adjustments, including audit adjustments, and the absence of footnotes and (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, of on a consolidated basis, the financial condition and condition, results of operations and cash flows of Borrower as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the end of such fiscal quarter and, commencing with the fiscal quarter ended March 31, 2012, for the comparable periods in the previous fiscal year and budgeted amounts; and as soon as available and in any event within 60 days after the fiscal quarter ended December 31, 2010, a consolidated statement of operations of the Borrower for such fiscal quarter in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (it being understood that the information required by clauses (i) and (iia) of this Section 5.01(b) may be furnished in 5.01, subject to normal year-end adjustments, including audit adjustments, and the form absence of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionfootnotes;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Parent Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Parent Borrower as of the date and for the periods specified in accordance with US U.S. GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company Parent Borrower and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year thereafter, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with the audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, analysis in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Borrower is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending June 30, 2006, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and the Guarantors in the event that any Subsidiaries are not Loan Parties), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of 45 days (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (includingor, if applicableearlier, any extension permitted within three Business Days after such earlier date on which Holdings is required to file a Form 10-Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending June 30, 2014, (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth a statement of income items and Consolidated EBITDA of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (iiiii) of this Section 5.01(b(other than with respect to comparisons to budgeted amounts) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2007, (i) the consolidated balance sheet of the Designated Company (x) Holdings and (y) Borrower, each as of the end of such fiscal quarter and related consolidated statements of income and cash flows of such entity for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form (except that comparative amounts with respect to Borrower for the fiscal quarter ending March 31, 2007, June 30, 2007 and September 30, 2007 shall not be required) with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings or Borrower, as applicable, as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings or Borrower, as applicable, for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods (except that comparative amounts with respect to Borrower for the fiscal quarters ending March 31, 2007, June 30, 2006 and September 30, 2007) in the previous fiscal year and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Holdings and its Subsidiaries or Borrower and its Subsidiaries, as applicable, for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods (other than with respect to Borrower, for the fiscal year ending December 31, 2006) in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act)Commission, after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending June 30, 2007, (i) the consolidated balance sheet of the Designated Company Canadian Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal 152 year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Canadian Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Funding Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company Canadian Borrower and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event Beginning with the fiscal quarter ending March 31, 2006, within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which BearingPoint is required to file a Form 10-Q under the Exchange Act), (i) the consolidated balance sheet of the Designated Company BearingPoint as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note delineating revenues and operating income for its business segments), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01(a), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth the financial condition, results of operations and cash flows of the Consolidated Companies as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows, and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year of the Administrative Borrower, (i) the consolidated balance sheet of the Designated Company Administrative Borrower and its consolidated subsidiaries as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated balance sheet and related consolidated statements of income and cash flows as of the end of the prior fiscal year and for the comparable periods in the previous fiscal year, and notes theretorespectively, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of the Administrative Borrower stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Administrative Borrower and its consolidated subsidiaries as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (ii) a narrative report and management’s analysis and discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and condition, results of operations and cash flows of the Administrative Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to year (including commentary on (x) any material developments or proposals affecting the comparable Administrative Borrower and its consolidated subsidiaries or their businesses and (y) the reasons for any significant variations from the figures for the corresponding periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)year) and (iii) consolidating balance sheets, statements cash flow projections for the subsequent fiscal quarter (which such cash flow projections shall be delivered at the end of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionall four fiscal quarters);

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Opco as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Opco as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with the audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (ii) the balance sheet of Borrower as of the end of such fiscal quarter prepared in accordance with GAAP and accompanied by a certificate of a Financial Officer stating that such balance sheet fairly presents, in all material respects, the financial condition of Borrower as of the date specified in accordance with GAAP consistently applied, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Opco for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iv) a narrative report and management’s discussion and analysis, analysis in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;; (c) [Intentionally Omitted]; (d) Financial Officer’s Certificate.

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-Q under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause paragraph (a) of if this SectionSection 5.01(b), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (iiiv) of this Section 5.01(b) may be furnished in a schedule setting forth the form of a Form 10-Q (so long as intercompany Indebtedness outstanding and changes thereto since the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionfiscal quarter;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending June 30, 2011, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with the audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis (with statistical analysis), in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(biii) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As Until the date of the consummation of the IPO, as soon as available and in any event within the earlier of (i) forty-five (45) 60 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending September 30, 2014, and thereafter, promptly after the filing of such information with the Securities and Exchange Commission, in each case (i) the consolidated (and, in the case of a Permitted Reporting Company, consolidating) balance sheet of the Designated Borrower (or, as applicable, of a Permitted Reporting Company and its consolidated Subsidiaries) as of the end of such fiscal quarter and related consolidated (and, in the case of a Permitted Reporting Company, consolidating) statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows (if any) for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer an Officer’s Certificate stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Borrower (or, as applicable, of the Permitted Reporting Company and its consolidated Subsidiaries) as of the date and for the periods specified therein in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to normal year-end audit adjustments and the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. (a) As soon as available and in any event within the earlier of sixty (i) forty-five (4560) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year the Borrower, (i) the consolidated Borrower's Report on Form 10-Q (including, without limitation, a balance sheet and statement of operations, statement of changes in shareholders' equity and statement of cash flows of the Designated Company Borrower (in each case, unaudited) as of the end of such fiscal quarter (including the fiscal year to the end of such fiscal quarter)); (ii) if, as of the last day of such fiscal quarter, the Borrower had any Material Subsidiaries, related consolidating financial statements of the Borrower and its Subsidiaries for such fiscal quarter, prepared in accordance with GAAP; and (iii) an Officer's Certificate to the effect that the unaudited balance sheet and related consolidated statements included therein have been prepared in accordance with GAAP, except for the absence of income footnote disclosure, and cash flows present fairly the financial position and results of operations of the Borrower as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments) and whether, (ii) a narrative since the then most recent fiscal year-end report and management’s discussion and analysisdelivered pursuant to Section 5.10.1, there has been any material adverse change in a form reasonably satisfactory to the Administrative Agent, of the financial condition or operations of the Borrower as shown on the balance sheet as of said date and, if any such material adverse change has occurred, the nature thereof. (b) As soon as available and results in any event within sixty (60) days after the end of operations each of the Borrower's fiscal quarters, the unaudited statement of financial performance for the Borrower's stores for such fiscal quarter and the then elapsed portion of the fiscal yearquarter, as compared prepared in a manner consistent with those heretofore delivered to the comparable periods Existing Lenders under the Existing Credit Agreement and accompanied by an Officer's Certificate, all in form reasonably acceptable to the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;Agent.

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending on or about March 31, 2014, (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Sectionfor the fiscal year ended on or about September 30, except as otherwise disclosed therein and 2013, subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by Dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to (1) the comparable periods in the previous fiscal year and (2) budgeted amounts (it being understood that the information required by requirements of clauses (ib)(i) and (iib)(iii)(1) of this Section 5.01(b) may shall be furnished in deemed satisfied by the form filing of a Form 10-Q of Holdings in respect of such fiscal quarter with the U.S. Securities and Exchange Commission that contains all of the information required by clauses (b)(i) and (b)(iii)(1), so long as such Form 10-Q (x) is publicly available on the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) Internet without charge and (iiiy) consolidating balance sheets, statements is filed on or before the 45th day following the end of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionsuch fiscal quarter);

Quarterly Reports. As soon as available and in any event within 45 days (or such earlier date on which the earlier of (i) fortyReporting Entity is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2006, (i) the consolidated balance sheet of the Designated Company Reporting Entity as of the end of such fiscal quarter and related consolidated income statements and statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of the Ultimate General Partner stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Reporting Entity as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, adjustments and the absence of footnotes required by GAAP and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agentreasonable detail, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q Q). At any time at which the information described in clauses (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)i) and (iiiii) consolidating balance sheetsabove is required to be delivered hereunder but the Reporting Entity is not subject to the Exchange Act Provisions, statements the Reporting Entity shall also furnish a management report in reasonable detail setting forth (A) statement of income items and cash flows Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the Designated Company fiscal year, showing variance, by dollar amount and its Restricted Subsidiaries separating out percentage, from amounts for the results by regioncomparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Parent Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Parent Borrower as of the date and for the periods specified in accordance with US U.S. GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and ), (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company Parent Borrower and its Restricted Subsidiaries separating out the results by regionregion and (iv) such other consolidating balance sheets, statements of income and cash flows of the Parent Borrower and its Restricted Subsidiaries as may be required to be delivered pursuant to the Term Loan Credit Agreement (or any Term Loan Credit Agreement Refinancing Indebtedness);

Quarterly Reports. As soon as available and in any event within the earlier of (iu) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 for each of the Exchange Act)first three fiscal quarters of the fiscal year ended December 31, 2006, by July 31, 2007, (v) for the fiscal quarter ended March 31, 2007, 150 days after the end of each the fiscal quarter, (w) for the fiscal quarter ending June 30, 2007, 120 days after the end of such fiscal quarter, (x) for the fiscal quarter ending September 30, 2007, 90 days after the end of such fiscal quarter, (y) for the fiscal quarters ending March 31, 2008 and June 30, 2008, 60 days after the end of such fiscal quarter and (z) for the fiscal quarter ending September 30, 2008 and for the first three fiscal quarters of each fiscal year thereafter, 40 days after the end of such fiscal quarter, (i) the consolidated balance sheet of the Designated Company Parent as of the end of such fiscal quarter and the related consolidated statements statement of income for such fiscal quarter and the related consolidated statement of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Parent as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal footnotes, year-end audit adjustments, the effects of events subsequent to the end of such fiscal quarter and, for fiscal quarters ending prior to October 31, 2008, the existence and effect of those material weaknesses in internal controls disclosed in Parent’s annual report on Form 10-K for the fiscal year ended December 31, 2005 and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Borrower Representative is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Borrower Representative as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year (provided that with respect to any fiscal quarter that ends on or prior to the first anniversary of the Closing Date, the foregoing requirement that such financial statements be presented in comparative form shall only apply to the extent financial statements of Borrower Representative exist for such comparable periods in the previous fiscal year), and notes theretothereto (including in a form satisfactory to the Administrative Agent, all prepared in accordance with Regulation S-X under the Securities Act a combined balance sheet and statements of income and cash flows separating out Borrowers) and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrowers as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrowers for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company as of the end of such fiscal quarter 1117312.02-CHISR02A - MSW and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of 45 days (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (includingor, if applicableearlier, any extension permitted within three Business Days after such earlier date on which Parent Borrower is required to file a Form 10-Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2008, (i) the consolidated balance sheet of the Designated Company Parent Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year (provided that with respect to any fiscal quarter that ends on or prior to the first anniversary of the Closing Date, the foregoing requirement that such financial statements be presented in comparative form shall only apply to the extent financial statements of each of the Subsidiary Borrower and Gemstar exist for such comparable periods in the previous fiscal year), and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Parent Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth a statement of income items and Consolidated EBITDA of Parent Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (iiiii) of this Section 5.01(b(other than with respect to comparisons to budgeted amounts) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending September 30, 2010, (i) the consolidated balance sheet of the Designated Company US Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out US Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company US Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agents setting forth (A) statement of income items and Consolidated EBITDA of US Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgents, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(biii) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year of Holdings and the Administrative Borrower, (i) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of income, cash flows and stockholders equity for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with (x) the consolidated balance sheet as of the Designated Company end of the immediately preceding fiscal year and (y) the consolidated statements of income, cash flows and stockholders equity for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer of Holdings stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings and its Subsidiaries as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a)(i) of this Section 5.01, subject to normal year-end audit adjustments and the absence of footnotes, (ii) management’s analysis and discussion of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year, (iii) the unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with (x) the consolidated balance sheet as of the end of the immediately preceding fiscal year and (y) the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of the Administrative Borrower stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited the annual financial statements referred to in clause (aiii) of this SectionSection 5.01(a), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, and (iiiv) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act 1160299.01-CHISR1160299.03H-CHISR02A - MSW and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US U.S. GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and ), (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionregion and (iv) such other consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries as may be required to be delivered pursuant to the Term Loan Credit Agreement (or any Term Loan Credit Agreement Refinancing Indebtedness);

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year of Holdings and the Borrower (or, solely with respect to their respective first two fiscal quarters ending after the Closing Date, within the earlier of (x) 60 days after the end of each such fiscal quarter of Holdings or the Borrower, as applicable, and (y) the date on which Holdings or the Borrower, as applicable, files a Form 10Q with the SEC under the Exchange Act for the respective fiscal quarter), (i) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of income, cash flows and stockholders equity for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated balance sheet and related consolidated statements of income, cash flows and stockholders equity for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer of Holdings stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings and its Subsidiaries as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a)(i) of this Section 5.01, subject to normal year-end audit adjustments and the absence of footnotes, (ii) management’s analysis and discussion of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year, (iii) the unaudited consolidated balance sheet of the Designated Company Borrower and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated balance sheet and related consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of the Borrower stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower and its Subsidiaries as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited the annual financial statements referred to in clause (aiii) of this SectionSection 5.01(a), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, and (iiiv) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and condition, results of operations and cash flows of the Borrower and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionbudgeted amounts;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Borrower is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending December 31, 2006 , (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(bb) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-Q under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause paragraph (a) of if this SectionSection 5.01(b), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the Consolidated Companies' financial condition, results of operations and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management's discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (iiiv) of this Section 5.01(b) may be furnished in a schedule setting forth the form of a Form 10-Q (so long as intercompany Indebtedness outstanding and changes thereto since the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionfiscal quarter;

Quarterly Reports. As soon as available and in any event within 45 days (or such earlier date on which the earlier of (i) fortyReporting Entity is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by Q under the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the -76- Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2006, (i) the consolidated balance sheet of the Designated Company Reporting Entity as of the end of such fiscal quarter and related consolidated income statements and statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of the Ultimate General Partner stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Reporting Entity as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, adjustments and the absence of footnotes required by GAAP and (ii) a narrative report and management’s 's discussion and analysis, in a form reasonably satisfactory to the Administrative Agentreasonable detail, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q Q). At any time at which the information described in clauses (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)i) and (iiiii) consolidating balance sheetsabove is required to be delivered hereunder but the Reporting Entity is not subject to the Exchange Act Provisions, statements the Reporting Entity shall also furnish a management report in reasonable detail setting forth (A) statement of income items and cash flows Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the Designated Company fiscal year, showing variance, by dollar amount and its Restricted Subsidiaries separating out percentage, from amounts for the results by regioncomparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Borrower is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2007, (i) the consolidated and consolidating balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth certain statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(biii) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Borrower would be required to file a Form 10Q under the Exchange Act if it were subject to Sections 15 and 13(d) of the Exchange Act), (i) the consolidated balance sheet of the Designated Company Borrower and its Subsidiaries (excluding Subsidiaries carried as investments under GAAP) as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower and such Subsidiaries as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, adjustments and the absence of footnotes and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses including commentary on (ix) any material developments or proposals affecting Borrower and its Subsidiaries or their businesses and (iiy) of this Section 5.01(b) may be furnished the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveprevious quarter year)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Borrower is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending September 30, 2005, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated income statements and statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes required by GAAP, (ii) a management report in reasonable detail setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s 's discussion and analysis, in a form reasonably satisfactory to the Administrative Agentreasonable detail, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Parent as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a balance sheet and statements of income and cash flows separating out the Loan Parties (other than Holdings) from the Non-Guarantor Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and in a manner acceptable to the Securities and Exchange Commission and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with the audited financial statements referred to in clause (a) of this SectionSection 5.01(a), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, adjustments and the absence of footnotes; (ii) a narrative management report in a customary form setting forth, on a consolidated basis, the financial condition, results of operations and cash flows as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the Companies’ (other than Holdings) financial condition, results of operations and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows (including notes separating out the financial condition, results of operations and cash flows of the Loan Parties (other than Holdings) from the financial condition, results of operations and cash flows of the Non-Guarantor Subsidiaries); and (iii) a management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and 1104695.02A-CHISR01A - MSW management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Borrower is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending June 30, 2005, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a consolidating balance sheet and statement of income and, to the extent available, a statement of cash flows, separating out Borrower and the Subsidiaries, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iv) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth abovesuch information shall be deemed satisfactory for purposes hereof)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a balance sheet and statements of income and cash flows separating out the Loan Parties from the Non-Guarantor Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and in a manner acceptable to the Securities and Exchange Commission and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with the audited financial statements referred to in clause (a) of this SectionSection 5.01(a), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, adjustments and the absence of footnotes; (ii) a narrative management report in a customary form setting forth, on a consolidated basis, the financial condition, results of operations and cash flows as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the Companies’ financial condition, results of operations and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows (including notes separating out the financial condition, results of operations and cash flows of the Loan Parties from the financial condition, results of operations and cash flows of the Non-Guarantor Subsidiaries); and (iii) a management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and available, but in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of Fiscal Quarter in each Fiscal Year (excluding the first three fiscal quarters last Fiscal Quarter of each fiscal year Fiscal Year), (i) the quarterly report of Parent required to be filed with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act, including the unaudited consolidated balance sheet sheets of the Designated Company Parent and its Subsidiaries as of at the end of such fiscal quarter and period, the related unaudited consolidated statements of income and cash flows flow of the Parent and its Subsidiaries and the related unaudited consolidated statements of income for such fiscal quarter and Fiscal Quarter or if such quarterly reports are not filed with the SEC for any reason, the then elapsed portion unaudited consolidated balance sheets of the fiscal yearParent and its Subsidiaries as at the end of such period, in comparative form with the related unaudited consolidated statements of income and cash flows flow of the Parent and its Subsidiaries and the related unaudited consolidated statements of income for the comparable periods in the previous fiscal yearsuch Fiscal Quarter, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by (ii) a certificate of a Financial Responsible Officer of the Parent stating that such unaudited financial statements information fairly presentpresents, in all material respects, the consolidated financial condition, position of the Parent and its Subsidiaries as at the dates indicated and the results of its operations and cash flows of the Designated Company as of the date and flow for the periods specified Fiscal Quarters indicated, such consolidated balance sheets and consolidated statements of income and cash flow in accordance with US GAAP consistently appliedGAAP, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (iiiii) a narrative copy of the quarterly updated litigation report and management’s discussion and analysisfor such Fiscal Quarter; provided, in a form reasonably satisfactory however, to the Administrative Agentextent such quarterly report filed with the SEC contains a complete and correct disclosure regarding litigation, such quarterly report shall be deemed to satisfy this clause (iii), (iv) an unaudited balance sheet and related statements of income of the financial condition and results of foreign operations on a country by country basis for such fiscal quarter and Fiscal Quarter (including the then elapsed portion last Fiscal Quarter of the fiscal yeareach Fiscal Year), as compared to the comparable periods in the previous fiscal year (it being understood that the information required v) a detailed report of all Asset Dispositions permitted by clauses (iSection 8.04(k) and (iivi) an update of this Section 5.01(bSchedule 5.01(u) may be furnished in reflecting all changes since the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;last update.

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;; 967770.02F-CHISR1034077.05-CHISR01A - MSW 164

Quarterly Reports. As soon as available and in any event within Borrower will furnish, or cause to be furnished, to Administrative Agent on or before the earlier of (i) forty-five fifth (4545th) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), day after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter), the following items, accompanied by an Officer’s Certificate, certifying that to the Best of Borrower’s Knowledge and the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company as of the end best of such fiscal quarter officer’s knowledge, such items are true, correct, accurate and related consolidated statements of income complete and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of present the financial condition and results of the operations of Borrower and the Property in a manner consistent with GAAP to the extent applicable: (A) quarterly and year to date financial statements prepared for such fiscal quarter with respect to Borrower, including a balance sheet and operating statement for such quarter for Borrower for such quarter; (B) during a Cash Sweep Period, a comparison of the budgeted income and expenses and the then elapsed portion actual income and expenses for such quarter for the Property, together with a detailed explanation of any variances of five percent (5%) or more between budgeted and actual amounts in the aggregate and on a line-item basis for such period and year to date; provided, however, that Borrower shall not be obligated to provide such detailed explanation for line items the actual amounts for such quarter of which are less than $100,000; (C) occupancy levels at the Property for such period, including average daily room rates and the average revenue per available room; (D) concurrently with the provision of such reports, Borrower shall also furnish a report of Operating Revenues and Operating Expenses (as well as a calculation of Net Operating Income based thereon) with respect to Borrower and the Property for the most recently completed quarter; (E) a STAR Report and to the extent provided by Manager a PACE Report for the most recently completed quarter; (F) a calculation of DSCR for the trailing four (4) Fiscal Quarters; and (G) to the extent prepared by or on behalf of Borrower or provided by Manager, a report of aged accounts receivable relating to the Property as of the fiscal year, as compared to most recently completed quarter and a list of Security Deposits and the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) aggregate amount of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;all Security Deposits.

Quarterly Reports. (i) As soon as available and in any event by December 20, 2004 for the fiscal quarter ending September 30, 2004, (A) the consolidated balance sheet of Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of Holdings stating that such financial statements fairly present, in all material respects, the consolidated financial condition, statements of income and cash flows of Holdings as of the date and for the periods specified in accordance with GAAP consistently applied (except any inconsistencies in the application of GAAP as are approved by such independent public accountants and disclosed in their audit report delivered pursuant to clause (a) above), and on a basis consistent with audited financial statements referred to in clause (a) of this Section 5.01, subject to normal year-end audit adjustments, and (B) a management's discussion and analysis of the financial condition and statements of income for such fiscal quarter; and (ii) As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year ending on or after December 31, 2005 (ibut no later than the date on which Holdings would be required to file a Form 10-Q under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (A) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year and budgeted amounts for such fiscal quarter and for the then elapsed portion of the fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows as of the end of such fiscal quarter and for the then elapsed portion of the fiscal year separating out Holdings and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of Holdings stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results statements of operations income and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently appliedapplied (except any inconsistencies in the application of GAAP as are approved by such independent public accountants and disclosed in their audit report delivered pursuant to clause (a) above), and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (iiB) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidating basis, (x) the financial condition and cash flows of each Subsidiary as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, compared to (in the case of any fiscal quarter ending on or after March 31, 2006) the end of such fiscal quarter and for the comparable periods in the previous fiscal year and (y) the statements of income of each Subsidiary as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, compared to the end of such fiscal quarter and for the comparable periods in the previous fiscal year and budgeted amounts for such fiscal quarter and for the then elapsed portion of the fiscal year, and (C) a management's discussion and analysis of the financial condition and results statements of operations income for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionbudgeted amounts;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Holdings is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2005, (i) the unaudited consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Borrower is required to file a Form 10-Q under the Exchange Act), (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidating basis, the financial condition, results of operations and cash flows of Borrower as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, compared to the end of such fiscal quarter and for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionbudgeted amounts;

Quarterly Reports. As Until the date of the consummation of the IPO, as soon as available and in any event within the earlier of (i) forty-five (45) 60 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending September 30, 2014, and thereafter, promptly after the filing of such information with the Securities and Exchange Commission, in each case (i) the consolidated (and, in the case of a Permitted Reporting Company, consolidating) balance sheet of the Designated PESRM (or, as applicable, of a Permitted Reporting Company and its consolidated Subsidiaries) as of the end of such fiscal quarter and related consolidated (and, in the case of a Permitted Reporting Company, consolidating) statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows (if any) for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer an Officer’s Certificate stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of PESRM (or, as applicable, of the Designated Permitted Reporting Company and its consolidated Subsidiaries) as of the date and for the periods specified therein in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 10.01, except as otherwise disclosed therein and subject to normal year-end audit adjustments and the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US U.S. GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and 1125931.03I-XXXXX000000000.05E-CHISR01A - MSW to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and ), (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionregion and (iv) such other consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries as may be required to be delivered pursuant to the Term Loan Credit Agreement (or any Term Loan Credit Agreement Refinancing Indebtedness);

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Holdings is required to file a form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2005, (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including, with respect to any Subsidiary of Holdings that is not a Subsidiary Guarantor, and each other Subsidiary of Holdings for which such note is required to be prepared pursuant to the requirements of applicable law or GAAP, a note with a consolidating balance sheet and financial statement of income and cash flows separating out each of such Subsidiary), all prepared in accordance with Regulation S-X under the Securities Act if required by the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year of Holdings and the Administrative Borrower (or, solely with respect to their respective first two fiscal quarters ending after the Closing Date, within the earlier of (x) 60 days after the end of each such fiscal quarter of Holdings or the Administrative Borrower, as applicable, and (y) the date on which Holdings or the Administrative Borrower, as applicable, files a Form 10Q with the SEC under the Exchange Act for the respective fiscal quarter), (i) the unaudited consolidated balance sheet of Holdingsthe Administrative Borrower and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of income, cash flows and stockholders equity for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated balance sheet and related consolidated statements of income, cash flows and stockholders equity for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer of Holdings stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings and its Subsidiaries as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a)(i) of this Section 5.01, subject to normal year-end audit adjustments and the absence of footnotes, (ii) management’s analysis and discussion of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year, (iii) the unaudited consolidated balance sheet of the Designated Company Administrative Borrower and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated balance sheet and related consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of the Administrative Borrower stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Administrative Borrower and its Subsidiaries as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited the annualaudited financial statements referred to in clause (aiiia)(i) of this SectionSection 5.01(a),5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, and (iiivii) a narrative report and management’s analysis and discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionbudgeted amounts;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year beginning August, 2004 (but no later than the date on which Borrower would be required to file a Form 10-Q under the Exchange Act if it were subject to Sections 13(d) and 15 of the Exchange Act as a non-accelerated filer); provided, however, that so long as QRC is a public company, such reports shall be required to be furnished no later than the date that QRC is required to timely file its annual report on Form 10-Q or Form 10-QSB with the Securities Exchange Commission (taking into account any extension of time available under Rule 12b-25 under the Exchange Act), (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income operations and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidated basis, the financial condition, results of operations (including Consolidated EBITDA) and cash flows as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, compared in reasonable detail to the end of such fiscal quarter and for the comparable periods in the previous fiscal year and budgeted amounts; provided that with respect to the consolidated statement of operations (including Consolidated EBITDA) the comparisons shall show the dollar and percentage variances with respect to the previous year and, commencing with the first fiscal year ended after the Closing Date, budgeted amounts and (iii) a management's discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statementsand, management report and management’s discussion therein comply commencing with the requirements set forth above)) and (iii) consolidating balance sheetsfirst fiscal year ended after the Closing Date, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionbudgeted amounts;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-Q under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal quarter, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal quarter delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of the Designated Company Borrower and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower and its Subsidiaries as of the such date and for the such periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited the financial statements referred to in clause (aa)(ii) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (iiiii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to budgeted amounts and (iv) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending September 30, 2006, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards as set forth on Schedule 5.01(b), (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and budgeted amounts, and (iiiv) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) separate consolidating balance sheets, sheet of Borrower for such fiscal quarter and the then elapsed portion of the fiscal year and related statements of income and cash flows separating out Borrower, the Guarantors and Subsidiaries of the Designated Company and its Restricted Subsidiaries separating out Borrower that are not Guarantors, prepared in a manner reasonably acceptable to the results by regionAdministrative Agent;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year quarter, (i) the consolidated and consolidating balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated and consolidating statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal yearyear (or, in the case of the fiscal quarter ending December 31, 2007, the period from January 10, 2007 through December 31, 2007) and for each such fiscal quarter ending after the first anniversary of the Closing Date, in comparative form with the consolidated and consolidating statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings and its Subsidiaries as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, and (ii) with respect to each of the first three fiscal quarters in each fiscal year, a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to budgeted amounts and, for each such fiscal quarter ending after the first anniversary of the Closing Date, to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form furnishing of a quarterly report of a parent holding company of Holdings on Form 10-Q for such quarter (if any) so long as the financial statements, management report such parent holding company has no significant assets or operations other than its ownership of Net Proceeds from its IPO and management’s discussion therein comply any follow-on offering and Holdings and its Subsidiaries as filed with the requirements set forth aboveSEC will satisfy the Credit Parties’ obligation to deliver consolidated financial statements under Section 4.1(b)(i) with respect to such fiscal quarter and delivery obligations under Section 4.1(b)(ii) with respect to such fiscal quarter).”. (p) and (iiiSection 4.1(c) consolidating balance sheets, statements of income and cash flows of the Designated Company Credit Agreement is hereby amended by deleting each reference to “consolidated” appearing therein and substituting “consolidated and consolidating” in each such place. (q) Section 5.4(a) of the Credit Agreement is hereby amended and restated to read in its Restricted Subsidiaries separating out entirety as follows: (a) Loans by Borrower or any Credit Party directly to Archipelago Learning Holdings UK, Ltd. made on the results by regionSeventh Amendment Effective Date to consummate the Education City Acquisition, and any Permitted Refinancing thereof;”. (r) Section 5.4(k) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the first fiscal quarter of the 2006 fiscal year, (ii)(A) the consolidated balance sheet of the Designated Company Holdings as of the end of each of the first three fiscal quarters of the 2006 fiscal year and related consolidated statements of income and cash flows for each such fiscal quarter and for the then elapsed portion of the fiscal year and (B) the consolidated balance sheet of Holdings as of the end of each of the first three fiscal quarters of the 2007 fiscal year and of each fiscal year thereafter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretonotes, in each case, thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Holdings, the Borrowers and the Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report in a form reasonably satisfactory to the Administrative Agents setting forth (A) statement of income items and Consolidated Cash Flow of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, including same-store sales and (iii) management’s 's discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgents, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As Until the date of the consummation of the IPO, as soon as available and in any event within the earlier of (i) forty-five (45) 60 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending September 30, 2014, and thereafter, promptly after the filing of such information with the Securities and Exchange Commission, in each case (i) the consolidated (and, in the case of a Permitted Reporting Company, consolidating) balance sheet of the Designated PESRM (or, as applicable, of a Permitted Reporting Company and its consolidated Subsidiaries) as of the end of such fiscal quarter and related ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. consolidated (and, in the case of a Permitted Reporting Company, consolidating) statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows (if any) for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer an Officer’s Certificate stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of PESRM (or, as applicable, of the Designated Permitted Reporting Company and its consolidated Subsidiaries) as of the date and for the periods specified therein in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 10.01, except as otherwise disclosed therein and subject to normal year-end audit adjustments and the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionyear;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the first fiscal quarter of the 2006 fiscal year, (ii)(A) the consolidated balance sheet of the Designated Company Holdings as of the end of each of the first three fiscal quarters of the 2006 fiscal year and related consolidated statements of income and cash flows for each such fiscal quarter and for the then elapsed portion of the fiscal year and (B) the consolidated balance sheet of Holdings as of the end of each of the first three fiscal quarters of the 2007 fiscal year and of each fiscal year thereafter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretonotes, in each case, thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Holdings, the Borrowers and the Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report in a form reasonably satisfactory to the Administrative Agents setting forth (A) statement of income items and Consolidated Cash Flow of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, including same-store sales and (iii) management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgents, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available practicable, and in any event ----------------- within the earlier of (i) forty-five (45) days after the close of each fiscal quarter of each fiscal year, the Borrower shall furnish to the Administrative Agent, with a copy for each Bank, unaudited consolidated and consolidating statements of income (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Actor Managing Directors' Reports), after retained earnings and changes in financial position and cash flow statements for the Borrower and its Consolidated Subsidiaries (including Unrestricted Subsidiaries) for such fiscal quarter and for the period from the beginning of such fiscal year to the end of each of the first three such fiscal quarters of each fiscal year (i) the quarter and an unaudited consolidated and consolidating balance sheet of the Designated Company Borrower and its Consolidated Subsidiaries (including Unrestricted Subsidiaries) as of the close of such fiscal quarter, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the same period or as of the same date during the preceding fiscal year (except for the consolidated balance sheet, which shall set forth in comparative form the corresponding balance sheet as of the prior fiscal year end), and certified by the President, Treasurer or Chief Financial Officer of the Borrower as presenting fairly the financial position of the Borrower and its Consolidated Subsidiaries (including Unrestricted Subsidiaries) as of the end of such fiscal quarter and related consolidated statements the results of income their operations and cash flows the changes in their financial position for such fiscal quarter and for the then elapsed portion quarter, in conformity with GAAP (other than with respect to any Managing Directors' Reports) applied in a manner consistent with that of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with most recent audited financial statements referred furnished to in clause (a) of this Sectionthe Banks, except as otherwise disclosed therein and subject to the absence of footnote disclosures normal and to normal recurring year-end audit adjustments. Simultaneously with the delivery to the Administrative Agent of the financial statements required by this Section 6.01(b), (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory the Borrower shall also furnish to the Administrative Agent, of the financial condition and results of operations with a copy for such fiscal quarter and the then elapsed portion of the fiscal yeareach Bank, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) such information concerning environmental matters as the Administrative Agent or the Banks may reasonably request, such information to be in form and scope satisfactory to the Administrative Agent or the Banks, as the case may be, and (ii) of this the certificate required pursuant to Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above2.06(b)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;.

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 50 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than ten days after the date on which Holdings is required to file a Form 10-Q under the Exchange Act), (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01(a), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidated basis, the financial condition, results of operations and cash flows of the Consolidated Companies as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows for the comparable periods in the previous fiscal year compared to projections as provided pursuant to Section 5.01(h), and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;year.

Quarterly Reports. As soon as available and in any event within 45 days (or such earlier date on which the earlier of (i) fortyReporting Entity is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending September 30, 2006, (i) the consolidated balance sheet of the Designated Company Reporting Entity as of the end of such fiscal quarter and related consolidated income statements and statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of the Ultimate General Partner stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Reporting Entity as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, adjustments and the absence of footnotes required by GAAP and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agentreasonable detail, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q Q). At any time at which the information described in clauses (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)i) and (iiiii) consolidating balance sheetsabove is required to be delivered hereunder but the Reporting Entity is not subject to the Exchange Act Provisions, statements the Reporting Entity shall also furnish a management report in reasonable detail setting forth (A) statement of income items and cash flows Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the Designated Company fiscal year, showing variance, by dollar amount and its Restricted Subsidiaries separating out percentage, from amounts for the results by regioncomparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Borrower is required to file a Form 10Q under the Exchange Act pursuant to Sections 15 and 13(d) of the Exchange Act), (i) the consolidated balance sheet of each of (x) Borrower and its Subsidiaries and (y) prior to the Designated Company consummation of the Delayed Draw Tender offer, Xxxxxx and its Subsidiaries, in each case as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, (including, at any time prior to the consummation of the Delayed Draw Tender offer, a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and its Subsidiaries and Xxxxxx and its Subsidiaries, as applicable), all prepared in accordance with Regulation S-X under (in the Securities Act case of Borrower and its Subsidiaries only) and GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower and its Subsidiaries or Xxxxxx and its Subsidiaries, as applicable, as of the date and for the periods specified in accordance with US GAAP Regulation S-X and/or GAAP, as the case maybe, consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, adjustments and the absence of footnotes and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (including commentary on (x) any material developments or proposals affecting Borrower and its Subsidiaries or Xxxxxx and its Subsidiaries, as the case may be, or their respective businesses and (y) the reasons for any significant variations from the Projections for such period and the figures for the corresponding period in the previous quarter year) (it being understood that the information required delivery by clauses (i) Borrower or Xxxxxx of quarterly reports on Form 10-Q of Borrower and (ii) its consolidated Subsidiaries or Xxxxxx and its consolidated Subsidiaries, as applicable, shall satisfy the requirements of this Section 5.01(b) may be furnished in to the form of a Form 10-Q (so long as extent such quarterly reports include the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveinformation specified herein)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2006, (i) the consolidated balance sheet of the Designated Company US Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out US Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company US Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agents setting forth (A) statement of income items and Consolidated EBITDA of US Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgents, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(biii) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending on or about January 1, 2011, (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year (provided that with respect to any fiscal quarter that ends on or prior to the first anniversary of the Closing Date, the foregoing requirement that such financial statements be presented in comparative form shall only apply to the extent financial statements of Holdings or the Acquired Business exist for such comparable periods in the previous fiscal year), and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Sectionfor the fiscal year ended on or about September 30, except as otherwise disclosed therein and 2010, subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required requirements of clause (b)(i) shall be deemed satisfied by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form filing of a Form 10-Q (of Holdings in respect of such fiscal quarter with the U.S. Securities and Exchange Commission, so long as such Form 10-Q (x) is publicly available on the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) Internet without charge and (iiiy) consolidating balance sheets, statements is filed on or before the 45th day following the end of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionsuch fiscal quarter);

Quarterly Reports. As The Company will furnish to each holder of the Notes as soon as available and and, in any event event, within the earlier of (i) forty-five (45) 50 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year the Company, (i1) the consolidated internally prepared Consolidated balance sheet of the Designated Company and its Subsidiaries as of the end of such fiscal quarter and related consolidated quarter, (2) the Consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with year then ending and (3) the consolidated Combined and Combining statements of income and Combined and Combining statements of cash flows for each of (A) the comparable periods Core Mutual Fund Subsidiaries, (B) the Pioneer Goldfields Entities and (C) the other Subsidiaries of the Company for such fiscal quarter and for the portion of the fiscal year then ending, all in reasonable detail and together, in the previous case of the Consolidated financial statements, with comparative figures for the same date or period in the preceding fiscal year, and notes thereto, all accompanied by: (a) A certificate of the Company signed by a Financial Officer to the effect that such financial statements have been prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly presentpresent fairly, in all material respects, the consolidated financial condition, position of the Company and its Subsidiaries covered thereby at the dates thereof and the results of their operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently appliedcovered thereby, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and only to normal year-end audit adjustmentsadjustments and the addition of footnotes. (b) In the event of a change in GAAP after the date hereof, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Section 7 and related definitions. (c) Computations by the Company demonstrating, as of the end of such quarter, (i) compliance with the Computation Covenants, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations Combined Unreimbursed Sales Commissions for such fiscal quarter and the then elapsed portion of the fiscal yearperiod, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheetsthe Total Estimated Collectible Amount as of the end of such fiscal quarter. (d) Computations by the Company comparing the financial statements referred to above with the most recent budgets for such fiscal year furnished to the holders of the Notes in accordance with Section 7.4.3(a). (e) Supplements to Exhibits 8.1 and 8.4 showing any changes in the information set forth in such Exhibits during such fiscal quarter. 48 42 (f) A certificate of the Company signed by a Financial Officer to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, statements or if such officer has such knowledge, specifying such Default and the nature thereof and what action the Company has taken, is taking or proposes to take with respect thereto. (g) Reconciliation of beginning and ending balances of the Funds on an aggregate basis showing sales, redemptions, exchanges and changes in net asset value on a group basis for the following groups: money market, equity, fixed income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;other.

Quarterly Reports. As soon as available practicable and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end close of each of the first three fiscal quarters of each of the Borrower's fiscal year (i) years, unaudited consolidated statements of operations and cash flows of the Borrower and its Consolidated Subsidiaries and a consolidated balance sheet of the Designated Company Borrower and its Consolidated Subsidiaries as of the end close of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal yearquarter, all in reasonable detail setting forth in comparative form with the consolidated statements of income and cash flows for the comparable periods in corresponding fiscal quarter for the previous preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied certified by a certificate of a Designated Financial Officer stating that such financial statements fairly presentof the Borrower as presenting fairly, in all material respects, the consolidated financial condition, results of operations and cash flows position of the Designated Company Borrower and the Consolidated Subsidiaries as of the date end of such quarter and the results of its operations and the changes in its financial position for the periods specified such quarter, in accordance conformity with US GAAP consistently applied, and on applied in a basis manner consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and with that of the most recent audited financial statements furnished to the Lenders, subject to the absence of footnote disclosures and to normal year-end audit adjustments. Each set of statements and balance sheets delivered pursuant to Section 7.01(b) shall be accompanied by a certificate of a Designated Financial Officer dated the date of such statements and balance sheet stating that he has reviewed this Agreement and that to the best of his knowledge he did not become aware of any Event of Default or Potential Default, (ii) or if he did become so aware, such certificate shall state the nature and period of existence thereof, if determinable and that the Borrower has complied with the Cumulative FIFO EBITDA, Capital Expenditures and Minimum/Maximum Inventory covenants set forth in Sections 8.12, 8.08 and 8.16, respectively, and a narrative report reconciliation between EBITDA calculated using the last in first out method of inventory valuation and management’s discussion and analysisFIFO EBITDA, in a form reasonably and substance satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;.

Quarterly Reports. As soon as available and in any event within the 60 days (or such earlier of (i) fortydate on which Norwegian Borrower files its quarterly financial statements on Form 6-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted K under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2006, (i) the consolidated balance sheet of the Designated Company Norwegian Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that that, to the knowledge of such Financial Officer, such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Norwegian Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agents setting forth (A) statement of income items and Consolidated Adjusted EBITDA of Norwegian Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgents, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 106-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveK)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and available, but in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of Fiscal Quarter in each Fiscal Year (including the first three fiscal quarters last Fiscal Quarter of each fiscal year Fiscal Year) (i) the quarterly report of Administrative Borrower required to be filed with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act, including the unaudited consolidated balance sheet sheets of the Designated Company Credit Parties as of at the end of such fiscal quarter and period, the related unaudited consolidated statements of income and cash flows flow of the Credit Parties and the related unaudited consolidated statements of income for such fiscal quarter and Fiscal Quarter or if such quarterly reports are not filed with the SEC for any reason, the then elapsed portion unaudited consolidated balance sheets of the fiscal yearCredit Parties as at the end of such period, in comparative form with the related unaudited consolidated statements of income and cash flows flow of the Credit Parties and the related unaudited consolidated statements of income for the comparable periods in the previous fiscal yearsuch Fiscal Quarter, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by (ii) a certificate of a Financial Senior Officer of the Administrative Borrower stating that such unaudited financial statements information fairly presentpresents, in all material respects, the consolidated financial condition, position of the Credit Parties as at the dates indicated and the results of its operations and cash flows of the Designated Company as of the date and flow for the periods specified Fiscal Quarters indicated, such consolidated balance sheets and consolidated statements of income and cash flow in accordance with US GAAP consistently appliedGAAP, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (iii) a copy of the quarterly updated litigation report for such Fiscal Quarter; provided, however, to the extent such quarterly report filed with the SEC contains a complete and correct disclosure regarding litigation, such quarterly report shall be deemed to satisfy this clause, (iv) a detailed report of all Asset Dispositions permitted by SECTION 9.04, (v) an update of Schedules 6.01(n)(i), (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows 6.01(v) and each of the Designated Company Schedules described in SECTION 6.01(aa) reflecting all changes since the last update, and its Restricted Subsidiaries separating out (vi) an updated list of all Coal Supply Agreements in reasonable detail reflecting all changes since the results by region;last update.

Quarterly Reports. As soon as available practicable, and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of in each fiscal year Fiscal Year: (i) the consolidated balance sheet sheets of NMHG Holding and its Subsidiaries as at the end of such period and the related consolidated statements of income, and cash flow of NMHG Holding and its Subsidiaries for such fiscal quarter and for the period from the beginning of the Designated Company as of then current Fiscal Year to the end of such fiscal quarter, setting forth in each case in comparative form, on a consolidated basis only, the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the consolidated financial forecast for the current Fiscal Year delivered on the Closing Date or pursuant to Section 7.01(f), as applicable; (ii) the consolidating balance sheets of NMHG Holding, which includes the wholesale and retail divisions of NMHG Holding and eliminations as at the end of such period and the related consolidating statements of income and cash flow of NMHG Holding, which includes the wholesale and retail divisions of NMHG Holding and eliminations for such fiscal quarter and for the period from the beginning of the then current Fiscal Year to the end of such fiscal quarter; (iii) the consolidated balance sheets of the UK Borrower as at the end of such period and the related consolidated statements of income and cash flows flow of the UK Borrower for such fiscal quarter and for the then elapsed portion period from the beginning of the then current Fiscal Year to the end of such fiscal year, in comparative form with quarter; and (iv) the consolidated balance sheets of each Netherlands Borrower and its Subsidiaries as at the end of such period and the related consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, flow of such Netherlands Borrower and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations its Subsidiaries for such fiscal quarter and for the period from the beginning of the then elapsed portion of the fiscal year, as compared current Fiscal Year to the comparable periods end of such fiscal quarter; in the previous fiscal year each case, certified by a Financial Officer of (it being understood that the information required by clauses x) with respect to clause (i) and or (ii) of this Section 5.01(babove, NMHG Holding, (y) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and respect to clause (iii) above, NMHG Holding or the UK Borrower, and (z) with respect to clause (iv) above, NMHG Holding or any Netherlands Borrower, as fairly presenting the consolidated and consolidating balance sheets, statements (where applicable) financial position of income the reporting Persons as at the dates indicated and the results of their operations and cash flows of flow for the Designated Company periods indicated in accordance with GAAP (with respect to the UK Borrower, any Netherlands Borrower and/or their Subsidiaries, GAAP in the United Kingdom and its Restricted Subsidiaries separating out the results by region;Netherlands, respectively), subject to normal year end adjustments.

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of (x) the fiscal quarter ended December 31, 2006 and (y) each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, year (including a note with a consolidating statement of income separating out Borrower and notes theretoits Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end adjustments, including audit adjustments, and the absence of footnotes, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentRequired Consenting Parties setting forth, on a consolidated basis, the financial condition, results of operations and cash flows of Borrower as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, compared to the end of such fiscal quarter and for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionbudgeted amounts;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) Within 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Holdings is required to file a Form 10-Q under the Exchange Act), (i) the consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Consolidated Companies as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause paragraph (a) of if this SectionSection 5.01(b), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidating basis (by region or, if requested by the 95 Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, as compared to the Consolidated Companies' financial condition, results of operations and cash flows as of the end of such fiscal quarter and for the comparable periods in the previous fiscal year and its budgeted results of operations and cash flows, (iii) a management's discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (iiiv) of this Section 5.01(b) may be furnished in a schedule setting forth the form of a Form 10-Q (so long as intercompany Indebtedness outstanding and changes thereto since the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionfiscal quarter;

Quarterly Reports. As as soon as available and in any event within the earlier of (i) forty-five (45) 50 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of quarterly periods in each fiscal year of the Parent: (i) the unaudited consolidated balance sheet of the Designated Company Parent and its Subsidiaries as of the end of such fiscal quarter quarter; (ii) the unaudited consolidated statement of earnings of the Parent and related consolidated statements of income and cash flows its Subsidiaries for such fiscal quarter and for the then elapsed portion period from the beginning of the fiscal year, in comparative form with year to the close of such quarter; (iii) the unaudited consolidated statements statement of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date Parent and its Subsidiaries for such quarter and for the periods specified period from the beginning of the fiscal year to the close of such quarter; (iv) the unaudited consolidating balance sheet and statement of earnings of the Parent and its Subsidiaries, each for such quarter and for the period from the beginning of the fiscal year to the close of such quarter; (v) the unaudited consolidated balance sheet, statement of earnings and statement of cash flows and unaudited consolidating balance sheet and statement of earnings of the Company and its Subsidiaries, each for such quarter and for the period from the beginning of the fiscal year to the close of such quarter; (vi) a report prepared by a petroleum engineer, who may be an employee of the Parent or its Subsidiaries, setting forth the historical monthly production data for Hydrocarbons produced and sold by the Parent and its Subsidiaries for such quarter; all of items (i) through (iv) above prepared on substantially the same accounting basis as the annual reports described in accordance with US GAAP consistently appliedSubsection 9.1(a), and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal changes resulting from year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;; and

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending June 30, 2007 (provided that the following items delivered with respect to the fiscal quarter ending June 30, 2007 shall also include the information for the fiscal quarter ending March 31, 2007), (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Holdings, all prepared in accordance with Regulation S-X under Borrower and the Securities Act and Subsidiaries), accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth statement of income items and Consolidated EBITDA of Holdings for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (iii) a narrative report and management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionbudgeted amounts;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year, beginning with the Fiscal Quarter ending June 30, 2007 (iprovided that the following items delivered with respect to the Fiscal Quarter ending June 30, 2007 shall also include the information for the Fiscal Quarter ending March 31, 2007), (1) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter Fiscal Quarter and related consolidated statements of income and cash flows for such fiscal quarter Fiscal Quarter and for the then elapsed portion of the fiscal yearFiscal Year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal yearFiscal Year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Holdings, all prepared in accordance with Regulation S-X under the Securities Act Company and the Subsidiaries), accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (ai) of this SectionSection 8.1(a), except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii2) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Holdings for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts and (3) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, analysis of the financial condition and results of operations for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) Fiscal Year and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionbudgeted amounts;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Borrower is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a consolidating balance sheet and statement of income and, to the extent available, a statement of cash flows, separating out Borrower and the Subsidiaries, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iv) a narrative report and management’s 's discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth abovesuch information shall be deemed satisfactory for purposes hereof)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within 45 days after each fiscal quarter of each fiscal year (other than the earlier of (i) forty-five (45) fourth fiscal quarter which shall be within 90 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year such quarter), (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out the results by division), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures footnotes and to normal year-end audit adjustmentsadjustments (provided, that such financial statements may not include fresh start accounting required by GAAP), (ii) a narrative management report in a form reasonably satisfactory to Agent setting forth a statement of income items for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts, provided that for the fourth fiscal quarter of each fiscal year, each Loan Party shall make reasonable best efforts to furnish to Agent (it being understood that with sufficient copies for each Lender) an unaudited draft of the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements aformentioned statement of income no later than 60 days after the end of such fourth fiscal quarter, and cash flows shall in any event furnish such unaudited draft no later than 70 days after the end of the Designated Company and its Restricted Subsidiaries separating out the results by regionsuch fouth fiscal quarter;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Borrower is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending March 31, 2007, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and the Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by Dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(biii) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the 45 days (or such earlier of (i) fortydate on which Borrower is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year year, beginning with the fiscal quarter ending September 30, 2005, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses clause (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP 1066931.03C-XXXXX000000000.04-CHISR02A - MSW consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As as soon as available and available, but in any event within not later than the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year of the Borrower or (iii) 10 Business Days after the date on which the Borrower is required to file with the SEC such financial statements, (x) an unaudited consolidated balance sheet of the Designated Company Borrower and its consolidated Subsidiaries as of at the end of such fiscal quarter and the related unaudited consolidated statements of income and income, of cash flows and stockholders’ equity for such fiscal quarter and for the then elapsed portion of the fiscal yearyear through the end of such fiscal quarter, setting forth in each case in comparative form with the consolidated statements of income and cash flows figures for the comparable periods in the previous fiscal year, and notes thereto, certified by a Financial Officer of the Borrower as being fairly stated in all prepared material respects in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments), (iiy) a narrative report and management’s discussion and analysisanalysis of the important operational and financial developments during such fiscal quarter, and (z) subject to any regulatory restriction, regulatory policy or any other legal restrictions, a copy of each FOCUS report filed with FINRA by each Broker-Dealer Restricted Subsidiary that is a Domestic Subsidiary and a copy of any similar or comparable foreign equivalent thereof (if any) filed by each Broker-Dealer Restricted Subsidiary that is a Foreign Subsidiary during the prior fiscal quarter. All financial statements delivered pursuant to Sections 5.01(a) and (b) shall fairly present in a form reasonably satisfactory all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries and shall be prepared in reasonable detail and in accordance with GAAP (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods, if applicable. Documents required to be delivered pursuant to Section 5.01(a) or (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered by posting such documents electronically with notice to the Administrative Agent and each Lender thereof and if so posted, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the internet at the Borrower’s website address at xxx.xxxxxx.xxx; or (ii) on which such documents are posted on the Borrower’s behalf on the Platform or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the financial statements delivered pursuant to Sections 5.01(a) and (b) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company Borrower and its Restricted Subsidiaries separating out separate from the financial condition and results by regionof operations of the Unrestricted Subsidiaries of the Borrower;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year year, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth the financial condition, results of operations and cash flows of Borrower as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, compared to the end of such fiscal quarter and for the comparable periods in the previous fiscal year, and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that year; Notwithstanding the information required by clauses (i) and (ii) of this Section 5.01(b) foregoing such financial statements may be furnished delivered in the form of a and with the accompanying certifications required by applicable Legal Requirements filing Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;SEC.

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (but no later than the date on which Borrower would be required to file a Form 10-Q under the Exchange Act if it were subject to Sections 15 and 13(d) of the Exchange Act), (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustmentsadjustments and the absence of footnotes, (ii) a narrative management report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative AgentAgent setting forth, on a consolidating basis, the financial condition, results of operations and cash flows of Borrower as of the end of and for such fiscal quarter and for the then elapsed portion of the fiscal year, compared to the end of such fiscal quarter and for the comparable periods in the previous fiscal year and budgeted amounts, and (iii) a management’s discussion and analysis of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by regionbudgeted amounts;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year of Holdings, (i) the consolidated balance sheet of the Designated Company Holdings as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer of Holdings stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Holdings and its Subsidiaries as of the date and for the periods specified in accordance with US GAAP IFRS consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this SectionSection 5.01, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth a statement of income items and Consolidated EBITDA of Holdings and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year, showing variance, by amount and percentage, from amounts for the comparable periods in the previous fiscal year and budgeted amounts and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that that, after an IPO, the information required by clauses (i) and (iiiii) of this Section 5.01(b(other than with respect to comparisons to budgeted amounts) may be furnished in the form of a Form 10-Q (so long as or the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveequivalent thereof)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within the earlier of (i) forty-five (45) 45 days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each fiscal year (or such earlier date on which the Borrower is required to file a Form 10-Q under the Exchange Act), beginning with the fiscal quarter ending after the Closing Date, (i) the consolidated balance sheet of the Designated Company Borrower as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes theretothereto (together with a consolidating balance sheet and statements of income and cash flows of the Company Entities), all prepared in accordance with Regulation S-X under the Securities Act GAAP and accompanied by a certificate of a Financial Officer the chief financial officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Borrower as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, (ii) a management report in a form reasonably satisfactory to the Lender setting forth key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s 's discussion and analysis, in a form reasonably satisfactory to the Administrative AgentLender, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year (it being understood that the information required by clauses (i), (ii) and (ii) of this Section 5.01(biii) may be furnished in the form of a the Borrower's quarterly report on Form 10-Q (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth aboveQ)) and (iii) consolidating balance sheets, statements of income and cash flows of the Designated Company and its Restricted Subsidiaries separating out the results by region;

Quarterly Reports. As soon as available and in any event within 45 days (or such earlier date on which the earlier of (i) fortyReporting Entity is required to file a Form 10-five (45) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted Q under Rule 12b-25 of the Exchange Act), ) after the end of each of the first three fiscal quarters of each fiscal year (i) the consolidated balance sheet of the Designated Company Reporting Entity as of the end of such fiscal quarter and related consolidated income statements and statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Designated Company Reporting Entity as of the date and for the periods specified in accordance with US GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a) of this Section, except as otherwise disclosed therein and subject to the absence of footnote disclosures and to normal year-end audit adjustments, adjustments and the absence of footnotes required by GAAP and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agentreasonable detail, of the financial condition and results of operations for such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous fiscal year and budgeted amounts (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(b) may be furnished in the form of a Form 10-Q Q). At any time at which the information described in clauses (so long as the financial statements, management report and management’s discussion therein comply with the requirements set forth above)i) and (iiiii) consolidating balance sheetsabove is required to be delivered hereunder but the Reporting Entity is not subject to the Exchange Act Provisions, statements the Reporting Entity shall also furnish a management report in reasonable detail setting forth (A) statement of income items and cash flows Consolidated EBITDA of Borrower for such fiscal quarter and for the then elapsed portion of the Designated Company fiscal year, showing variance, by dollar amount and its Restricted Subsidiaries separating out percentage, from amounts for the results by regioncomparable periods in the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal quarter and for the then elapsed portion of the fiscal year consistent with internal and industry-wide reporting standards;