Common use of Quarterly Statements Clause in Contracts

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018)Parent, (i) a consolidated and consolidating balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q 10-Q as filed with the Securities and Exchange Commission SEC (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report, with copies for each Lender) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated and consolidating balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes.

Quarterly Statements. (a) As soon as available, and but in any event within 45 days after the close end of each fiscal quarter (except the fourth fiscal quarter) of the first three fiscal quarters Guarantor, copies of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a unaudited consolidated balance sheet and income statement of the Parent Guarantor and its Subsidiaries as of at the end of such fiscal quarter, together with quarter and the related consolidated unaudited statements of retained earnings earnings, stockholders' equity and cash flows for the portion of the fiscal year through such fiscal quarter (and as to the statements of earnings for such fiscal quarter, ) in each case setting forth in comparative form the figures for the corresponding period periods of the preceding previous fiscal year, all such financial information described above to be prepared in reasonable form and detail and reasonably acceptable to in accordance with GAAP applied consistently throughout the Administrative Agent, periods reflected therein and accompanied certified by a certificate of an Executive Officer the chief financial or accounting officer of the Borrower to the effect that such quarterly financial statements Guarantor as presenting fairly present in all material respects the financial condition and results of operations of the Parent Guarantor and have been prepared in accordance with GAAP, its Subsidiaries (subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole year-end adjustments); and (Bb) the Excluded JV’sas soon as available, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained but in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, any event within 45 days after the end of such each fiscal quarter (except the fourth fiscal quarter) of any Non-Budget Lessee, copies of the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the unaudited consolidated balance sheet of such Non-Budget Lessee and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties its Subsidiaries as of at the end of such fiscal quarterquarter and the related unaudited statements of earnings, stockholders' equity and accompanied by a certificate of an Executive Officer cash flows for the portion of the Borrower fiscal year through such fiscal quarter (and as to the effect that statements of earnings for such Disclosure Statement when combined fiscal quarter) in each case setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, prepared in reasonable detail and in accordance with GAAP applied consistently throughout the Quarterly Report present in all material respects periods reflected therein and certified by the chief financial or accounting officer of such Non-Budget Lessee as presenting fairly the financial condition and results of the Consolidated Parties operations of such Non-Budget Lessee and have been prepared in accordance with GAAP, its Subsidiaries (subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotesyear-end adjustments).

Quarterly Statements. As soon as available, available and in any event within 45 days after the close end of each quarterly fiscal period (except the last) of each fiscal year, a copy of: (1) consolidated and consolidating balance sheets of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a consolidated balance sheet Borrower and income statement of the Parent its Restricted Subsidiaries as of the end close of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarterquarter and, in each the case of the consolidated balance sheets, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (2) consolidated and consolidating statements of income and retained earnings of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of income and retained earnings, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, (3) consolidated and consolidating statements of changes in financial position of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of changes in financial position, setting forth in comparative form the amount for the corresponding period of the preceding fiscal year, and (4) consolidated and consolidating statements of cash flows of the Borrower and its Restricted Subsidiaries for the portion of the fiscal year ending with such quarter and, in the case of the consolidated statements of cash flows, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agentcertified as complete and correct, and accompanied by a certificate of an Executive Officer authorized financial officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes Borrower; (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”b), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.

Quarterly Statements. As soon as available, available and in any event -------------------- within 45 50 days after the close end of each of the first three quarterly fiscal quarters periods in each fiscal year of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018)Company, (i) a an unaudited consolidated balance sheet and income statement of the Parent Company (and upon request of the Lenders unaudited statements for the Borrowers and their Restricted Subsidiaries) as of at the end of such quarterly fiscal quarter, together with period and the related unaudited consolidated statements of retained earnings operations and cash flows of the Company (and upon request of the Lenders unaudited statements for the Borrowers and their Restricted Subsidiaries) for such quarterly fiscal quarterperiod and (in the case of the second and third such quarterly fiscal period in each fiscal year) for the portion of the fiscal year ended with the last day of such quarterly fiscal period, setting forth in each case setting forth in comparative form the respective figures for the corresponding period of the preceding previous fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agentdetail, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, and certified by the principal financial officer of the Company (or the Borrowers) as fairly presenting, in all material respects, the financial position of the companies being reported on and the results of their operations and cash flows except as to the absence of footnotes and subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(iii) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating comparable consolidated financial statements of the Company and its Subsidiaries as at the end of and for such quarterly period, prepared in the same manner as such consolidated financial statements of the Company and its Subsidiaries and similarly certified by the principal financial officer of the Company; provided that delivery within the time period specified above (Aor, if -------- later, within five days of timely filing with the Commission) of copies of the Consolidated Parties, taken as a whole Company's Quarterly Report on Form 10-Q for any quarterly fiscal period prepared in compliance with the requirements therefor and (B) filed with the Excluded JV’s, taken as a whole) (the Lenders agree that, Commission shall be deemed to the extent that satisfy the requirements of this clause subdivision (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”of this Section 6.01(a) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties for such period so long as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects contains the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.applicable information required by this Section 6.01(a);

Quarterly Statements. As soon as available, and but in any event within 45 not later than 60 days after the close end of each of the first three quarterly periods of each fiscal quarters year of the Parent (beginning with Borrower, the fiscal quarter of the Parent ending March 31, 2018), (i) a unaudited consolidated balance sheet and income statement of the Parent Borrower and its consolidated Subsidiaries as of at the end of such fiscal quarter, together with quarter and the related unaudited consolidated statements of income, retained - 61 - earnings and of cash flows of the Borrower and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case setting forth in comparative form the figures for the corresponding previous year (except with respect to balance sheet figures which shall be in comparative form for the previous audited period of the preceding fiscal year, only); all such financial information described above to statements shall be in reasonable form complete and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present correct in all material respects the financial condition of the Parent and have been shall be prepared in accordance with GAAPGAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by the accountants preparing such statements or Financial Officer, subject to changes resulting from audit as the case may be, and normal year‑end audit adjustments and disclosed therein) and, in the absence case of footnotes (it being understood that the consolidated financial statements delivered pursuant referred to this Section 7.1(b)(i) shall be in SECTION 5.1(a), accompanied by a schedule providingreport thereon of independent certified public accountants of recognized national standing, in form and substance reasonably satisfactory which report shall contain no qualifications with respect to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer continuance of the Borrower to the effect and its Subsidiaries as going concerns and shall state that such Disclosure Statement when combined with the Quarterly Report financial statements present in all material respects fairly the financial condition position of the Consolidated Parties Borrower and have its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with such financial statements has been prepared made in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotesgenerally accepted auditing standards.

Quarterly Statements. As soon as available, available and in any event within 45 60 days after the close end of each of the first three quarterly fiscal quarters periods in each fiscal year of the Parent (beginning with the fiscal quarter such Reporting Entity, consolidated and, if already prepared by such Reporting Entity or if specifically requested by any Noteholder, consolidating, balance sheets of the Parent ending March 31, 2018), (i) a consolidated balance sheet such Reporting Entity and income statement of the Parent its Subsidiaries as of the end of such quarterly fiscal quarter, together with period and the related consolidated and (if so prepared or requested) consolidating statements of retained earnings income and cash flows of such Reporting Entity and its Subsidiaries for such quarterly fiscal quarterperiod and (in the case of the second and third fiscal period in each fiscal year) for the portion of the fiscal year ended with the last day of such quarterly fiscal period, setting forth in each case setting forth in comparative form the respective figures as of the end of and for the corresponding period of the preceding previous fiscal yearyear (if applicable), all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agentdetail, prepared in accordance with GAAP applied on a basis consistent with prior years, and accompanied certified by a certificate the Treasurer, Chief Financial Officer or Controller of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present Reporting Entity as complete and correct in all material respects and as fairly presenting the consolidated financial condition position of such Reporting Entity and its consolidated Subsidiaries and the Parent results of their operations and have been prepared in accordance with GAAPtheir cash flows, subject only to changes resulting from normal year-end audit adjustments; provided, however, that so long as (x) the assets of the -------- ------- Company and normal year‑end audit adjustments its Subsidiaries equal or exceed 90% of the assets of Holdings and its Subsidiaries and (y) the absence operating revenue of footnotes the Company and its Subsidiaries equals or exceeds 90% of the operating revenue of Holdings and its Subsidiaries, "Reporting Entity" as used in this subdivision (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(ia) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory refer only to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.Company;

Quarterly Statements. (a) As soon as available, and but in any event within 45 days after the close end of each fiscal quarter (except the fourth fiscal quarter) of the first three fiscal quarters Guarantor, copies of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a unaudited consolidated balance sheet and income statement of the Parent Guarantor and its Subsidiaries as of at the end of such fiscal quarter, together with quarter and the related consolidated unaudited statements of retained earnings earnings, stockholders' equity and cash flows for the portion of the fiscal year through such fiscal quarter (and as to the statements of earnings for such fiscal quarter) in each case setting -44- 50 forth in comparative form the figures for the corresponding periods of the previous fiscal year, prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and certified by the chief financial or accounting officer of the Guarantor as presenting fairly the financial condition and results of operations of the Guarantor and its Subsidiaries (subject to normal year-end adjustments); and (b) as soon as available, but in any event within 45 days after the end of each fiscal quarter (except the fourth fiscal quarter) of any Non-Budget Lessee, copies of the unaudited consolidated balance sheet of such Non-Budget Lessee and its Subsidiaries as at the end of such fiscal quarter and the related unaudited statements of earnings, stockholders' equity and cash flows for the portion of the fiscal year through such fiscal quarter (and as to the statements of earnings for such fiscal quarter) in each case setting forth in comparative form the figures for the corresponding period periods of the preceding previous fiscal year, all such financial information described above to be prepared in reasonable form and detail and reasonably acceptable to in accordance with GAAP applied consistently throughout the Administrative Agent, periods reflected therein and accompanied certified by a certificate the chief financial or accounting officer of an Executive Officer of the Borrower to the effect that such quarterly financial statements Non-Budget Lessee as presenting fairly present in all material respects the financial condition and results of the Parent operations of such Non-Budget Lessee and have been prepared in accordance with GAAP, its Subsidiaries (subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”year-end adjustments), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.

Quarterly Statements. (a) As soon as available, and but in any event within 45 days after the close end of each fiscal quarter (except the fourth fiscal quarter) of the first three fiscal quarters Guarantor, copies of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a unaudited consolidated balance sheet and income statement of the Parent Guarantor and its Subsidiaries as of at the end of such fiscal quarter, together with quarter and the related consolidated unaudited statements of retained earnings earnings, stockholders equity and cash flows for the portion of the fiscal year through such fiscal quarter (and as to the statements of earnings for such fiscal quarter, ) in each case setting forth in comparative form the figures for the corresponding period periods of the preceding previous fiscal year, all such financial information described above to be prepared in reasonable form and detail and reasonably acceptable to in accordance with GAAP applied consistently throughout the Administrative Agent, periods reflected therein and accompanied certified by a certificate of an Executive Officer the chief financial or accounting officer of the Borrower to the effect that such quarterly financial statements Guarantor as presenting fairly present in all material respects the financial condition and results of operations of the Parent Guarantor and have been prepared in accordance with GAAP, its Subsidiaries (subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole year-end adjustments); and (Bb) the Excluded JV’sas soon as available, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained but in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, any event within 45 days after the end of such each fiscal quarter (except the fourth fiscal quarter) of any Non-Team Lessee, copies of the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the unaudited consolidated balance sheet of such Non-Team Lessee and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties its Subsidiaries as of at the end of such fiscal quarterquarter and the related unaudited statements of earnings, stockholders equity and accompanied by a certificate of an Executive Officer cash flows for the portion of the Borrower fiscal year through such fiscal quarter (and as to the effect that statements of earnings for such Disclosure Statement when combined fiscal quarter) in each case setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, prepared in reasonable detail and in accordance with GAAP applied consistently throughout the Quarterly Report present in all material respects periods reflected therein and certified by the chief financial or accounting officer of such Non-Team Lessee as presenting fairly the financial condition and results of the Consolidated Parties operations of such Non-Team Lessee and have been prepared in accordance with GAAP, its Subsidiaries (subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotesyear-end adjustments).

Quarterly Statements. As soon as available, available and in any event -------------------- within 45 days after the close end of each quarterly fiscal period in each fiscal year of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018)Borrower, (i) a consolidated balance sheet and income statement of the Parent Borrower and its Restricted Subsidiaries as of at the end of such quarterly fiscal quarter, together with period and the related consolidated statements of retained earnings operations, changes in stockholders' equity and cash flows of the Borrower and its Restricted Subsidiaries for such quarterly fiscal quarterperiod and (in the case of the second and third such quarterly fiscal period in each fiscal year) for the portion of the fiscal year ended with the last day of such quarterly fiscal period, setting forth in each case setting forth in comparative form the respective figures for the corresponding period of the preceding previous fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agentdetail, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, and certified by the principal financial officer of the Borrower as fairly presenting, in all material respects, the financial position of the companies being reported on and the results of their operations and cash flows except as to the absence of footnotes and subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes (it being understood that the ii) comparable consolidated financial statements delivered of JPF and its Subsidiaries as at the end of and for such quarterly period, prepared in the same manner as such consolidated financial statements of the Borrower and its Restricted Subsidiaries and similarly certified by the principal financial officer of JPF; provided that, (A) delivery within the time period specified -------- above (or, if later, within five days of timely filing with the Commission) of copies of JPF's Quarterly Report on Form 10-Q for any quarterly fiscal period prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of subdivision (ii) of this Section 4(a) for such period so long as such Quarterly Report contains the applicable information required by this Section 4(a), and (B) together with the consolidated financial statements of the Borrower and its Restricted Subsidiaries furnished pursuant to this Section 7.1(b)(i4(a) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agentrespect of each quarterly fiscal period, the consolidating Borrower will also furnish comparable consolidated financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of and for such fiscal quarterperiod, prepared and accompanied by a certificate of an Executive Officer certified in the same manner, of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in and all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.its Subsidiaries;

Quarterly Statements. As soon as available, practicable following the end of each Fiscal Quarter (and in any event within 45 not later than 30 days after the close end of such Fiscal Quarter), the Partnership shall prepare and deliver to each Partner and the Governing Committee a balance sheet of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a consolidated balance sheet and income statement of the Parent Partnership as of the end of such fiscal quarter, together with Fiscal Quarter and the related consolidated statements of retained earnings operations, Partner’s capital accounts Amended and Restated Partnership Agreement and cash flows flow of the Partnership for such fiscal quarterFiscal Quarter and for the Fiscal Year to date (or similar statements if such statements change as the result of changes in GAAP), in each case setting forth in comparative form the corresponding figures for the preceding Fiscal Quarter, for the Fiscal Quarter corresponding period to the Fiscal Quarter just completed and for the budget for such Fiscal Quarter and for the Fiscal Year to date. At such time, the Partnership shall deliver (at the Partnership’s sole expense) to each Partner an estimate of such Partner’s share of all items of income, gain, loss, deduction and credit of the preceding fiscal year, all Partnership for such Fiscal Quarter and for the Fiscal Year to date for Federal income tax purposes. Such financial information described above to statements shall be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by (i) a certificate of an Executive Officer the principal accounting or financial officer of the Borrower Partnership to the effect that such quarterly financial statements have been prepared under such officer’s supervision and that, although such financial statements do not contain the footnotes and other disclosures required to be presented in interim financial statements by GAAP, such financial statements, in such officer’s judgment, fairly present in all material respects the financial condition and results of operations of the Parent Partnership as of the date and have been prepared in accordance with GAAPfor the periods indicated, subject to changes resulting from normal recurring year-end audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providingadjustments, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) ii), for the Excluded JV’sFirst, taken as Second and Third Fiscal Periods, a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter Accountants with respect thereto based on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered limited review not constituting an audit pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements Statement of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotesAuditing Standards No. 36.