Common use of Quarterly Financial Statements and Information Clause in Contracts

Quarterly Financial Statements and Information. Within forty-five (45) days after the last day of each of the first three (3) quarters of each fiscal year of the Borrowers, the balance sheet of the Borrowers on a consolidated basis with the Restricted Subsidiaries as at the end of such quarter and as of the end of the preceding fiscal year, and the related statement of operations and the related statement of cash flows of the Borrowers on a consolidated basis with the Restricted Subsidiaries for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which shall set forth in comparative form such figures as at the end of and for such quarter and appropriate prior period and shall be certified by the chief financial officer of AT Inc. to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers on a consolidated basis with the Restricted Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustments. If the aggregate operating revenue of the Unrestricted Subsidiaries at the end of a fiscal quarter is equal to or greater than twenty percent (20%) of the aggregate operating revenue of the Borrowers and their Restricted Subsidiaries at the end of such quarter, the Borrowers shall provide, in addition to the foregoing financial statements and information, the balance sheet of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such quarter and as of the end of the preceding fiscal year, and the related statement of operations and the related statement of cash flows of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which shall set forth in comparative form such figures as at the end of and for such quarter and appropriate prior period and shall be certified by the chief financial officer of AT Inc. to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustments.”

Quarterly Financial Statements and Information. Within forty-five (45) days (or, if the Borrower is then required to file quarterly financial statements with the Securities and Exchange Commission, such longer period, not to exceed five (5) additional days, during which the Borrower is permitted to timely file such quarterly financial statements) after the last day of each of the first three (3) quarters Fiscal Quarters of each fiscal year Fiscal Year of the BorrowersBorrower commencing with June 30March 31, 20202021, the unaudited balance sheet of the Borrowers Borrower and its Restricted Subsidiaries on a consolidated basis with the Restricted Subsidiaries as at the end of such quarter and as of the end of the preceding fiscal yearFiscal Quarter, and the related statement statements of operations and the related statement statements of cash flows of the Borrowers Borrower and its Subsidiaries on a consolidated basis with the Restricted Subsidiaries for such quarter and for the elapsed portion of the year ended with the last day of such quarterbasis, which (A) (in the case of statements of operations) shall set forth in comparative form such figures as at the end of and for such quarter Fiscal Quarter from the prior Fiscal Year, (B) shall be accompanied by (1) management’s discussion and appropriate prior period analysis and, (2) segment revenue and profitability detail disclosure and (3) to the extent that one or more Unrestricted Subsidiaries exist on the last day of the then applicable reporting period, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such unaudited financial statement (it being agreed that such information may be in footnote format) and (C) shall be certified by the chief financial officer Borrower in a certificate executed on behalf of AT Inc. the Borrower by any Authorized Signatory of the Borrower to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers Borrower and its Restricted Subsidiaries on a consolidated basis with the Restricted Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year Fiscal Year ended with the last day of such period, subject only to normal year-year end and audit adjustments. If the aggregate operating revenue of the Unrestricted Subsidiaries at the end of a fiscal quarter is equal to or greater than twenty percent (20%) of the aggregate operating revenue of the Borrowers and their Restricted Subsidiaries at the end of such quarter, the Borrowers shall provide, in addition to the foregoing financial statements and information, the balance sheet of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such quarter and as of the end of the preceding fiscal year, adjustments and the related statement absence of operations footnotes and the related statement of cash flows of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which shall set forth in comparative form such figures as at the end of and for such quarter and appropriate prior period and shall be certified by the chief financial officer of AT Inc. to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustmentssupplementary information.”

Quarterly Financial Statements and Information. Within forty-five (45) days after the last day of each of the first three (3) quarters of fiscal quarter in each fiscal year of the BorrowersParent (or, with respect to the last fiscal quarter in each fiscal year of the Parent, within ninety (90) days after the last day thereof), the balance sheet of the Borrowers on a consolidated basis with the Restricted Subsidiaries Parent as at the end of such quarter and as of the end of the preceding fiscal yearquarter, and the related statement of operations income and the retained earnings and related statement of cash flows of the Borrowers on a consolidated basis with the Restricted Subsidiaries for such fiscal quarter and for the elapsed portion of the year fiscal year-to-date period ended with the last day of such quarterfiscal quarter which financial statements shall, which shall (a) set forth in comparative form the figures for the applicable period set forth in the projections provided by the Borrower Parties pursuant to Section 4.1, as amended or superseded by projections delivered pursuant to Section 7.5(c), as modified by amendments to such projections delivered pursuant to Section 7.6(e), and (b) set forth in comparative form such figures as at the end of such quarter during the previous fiscal year and for such quarter during the previous fiscal year, all of which shall be on a consolidated basis. In addition, the Administrative Borrower shall deliver such financial statements with respect to the Target and appropriate prior period its Subsidiaries as a group, Viewpoint and its Subsidiaries as a group and the Parent and its Subsidiaries (other than the Target and its Subsidiaries and Viewpoint and its Subsidiaries) as a group, together with a statement of eliminating entries between such groups. All such financial statements delivered under this Section 7.1 shall be certified by an Authorized Signatory of the chief Parent to be, in his or her opinion, complete and correct in all material respects and, with respect to the financial officer statements of AT Inc. the Parent and its Subsidiaries on a consolidated basis, to have been prepared present fairly in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers on a consolidated basis with the Restricted Subsidiaries Parent and its Subsidiaries, as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustments. If the aggregate operating revenue of the Unrestricted Subsidiaries at the end of a fiscal quarter is equal to or greater than twenty percent (20%) of the aggregate operating revenue of the Borrowers and their Restricted Subsidiaries at the end of such quarter, the Borrowers shall provide, in addition to the foregoing financial statements and information, the balance sheet of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such quarter and as of the end of the preceding fiscal year, and the related statement of operations and the related statement of cash flows of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which shall set forth in comparative form such figures as at the end of and for such quarter and appropriate prior period and shall be certified by the chief financial officer of AT Inc. to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustments.”

Quarterly Financial Statements and Information. Within forty-five (45) days after the last day of each of the first three (3) fiscal quarters of each fiscal year of the BorrowersBorrower, the unaudited balance sheet sheets of the Borrowers Borrower, on a consolidated basis with the its Restricted Subsidiaries and on a consolidating basis with its Unrestricted Subsidiaries, as at the end of such quarter and as of the end of the preceding fiscal year, and the related statement of operations and the related statement of cash flows of the Borrowers Borrower, on a consolidated basis with the its Restricted Subsidiaries and on a consolidating basis with its Unrestricted Subsidiaries, for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which which, in the case of financial statements delivered for periods ending on or after the first anniversary of the Financial Statement Cut-off Date, shall set forth in comparative form such figures as at the end of and for such quarter and for the appropriate prior period and which shall be certified by a Financial Officer of the chief financial officer of AT Inc. Borrower to have been prepared in accordance with GAAP and to present fairly fairly, in all material respects respects, the financial position of the Borrowers Borrower, on a consolidated basis with the its Restricted Subsidiaries and on a consolidating basis with its Unrestricted Subsidiaries, as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and normal audit adjustments; PROVIDED that, notwithstanding anything to the contrary in this SECTION 7.1, no financial statements delivered pursuant to this SECTION 7.1 shall be required to include footnotes. If Notwithstanding the aggregate operating revenue of foregoing, if the Unrestricted Subsidiaries Financial Statement Cut-off Date shall not occur at the end of a fiscal quarter is equal to or greater than twenty percent (20%) of the aggregate operating revenue of the Borrowers and their Restricted Subsidiaries at the end of such quarter, the Borrowers shall provide, in addition to the foregoing financial statements and information, required to be delivered under this SECTION 7.1 for the balance sheet fiscal quarter in which the Financial Statement Cut-off Date shall have occurred shall be (x) for the period commencing on the first day of the Borrowers fiscal quarter in which the Financial Statement Cut-off Date shall have occurred and ending on a consolidating basis with the Unrestricted Subsidiaries as at the end of such quarter and as of the end of the preceding fiscal yearFinancial Statement Cut-off Date, and the related statement of operations and the related statement of cash flows of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries for such quarter and (y) for the elapsed portion of period commencing on the year ended with Financial Statement Cut-off Date and ending on the last day of such quarter, the fiscal quarter in which the Financial Statement Cut-off Date shall set forth in comparative form such figures as at the end of and for such quarter and appropriate prior period and shall be certified by the chief financial officer of AT Inc. to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustmentsoccurred.”"

Quarterly Financial Statements and Information. Within forty-five (45) days after the last day of each of the first three (3) quarters fiscal quarters, and within ninety (90) days after the last day of the fourth fiscal quarter of each fiscal year of the BorrowersBorrower, unaudited balance sheets of (a) Holdco, on a consolidated basis with its Subsidiaries, and (b) the balance sheet Borrower, on a consolidated basis with its Subsidiaries, in each case as at the end of such quarter, and the Borrowers related statements of cash flows of such parties as set forth in clauses (a) and (b) above, and the related statements of operations of (i) Holdco, on a consolidated basis with its Subsidiaries, (ii) the Borrower, on a consolidated basis with its Subsidiaries, (iii) the Borrower, on a consolidated basis with the Restricted Subsidiaries, (iv) the Domestic SpectraSite Mexico Subsidiaries as at and the end of such quarter and as of the end of the preceding fiscal yearForeign SpectraSite Mexico Subsidiaries on a consolidated basis, and (v) each Designated Subsidiary (other than the related statement of operations Restricted Subsidiaries, the Domestic SpectraSite Mexico Subsidiaries and the related statement of cash flows of the Borrowers Foreign SpectraSite Mexico Subsidiaries) on a consolidated basis with its Designated Subsidiaries, and a revenue and expense statement of the Restricted Borrower and its Subsidiaries on a consolidated basis by Tower Operations and Other Operations, in each case for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which which, with respect to such financial statements of (A) Holdco, on a consolidated basis with its Subsidiaries, and (B) the Borrower on a consolidated basis with its Subsidiaries, shall set forth in comparative form such figures as at the end of and for such quarter and appropriate the corresponding quarter during the preceding fiscal year, and against the figures set forth for such quarter, with respect to each quarter ending prior period to the first anniversary of the Agreement Date, in the Projections delivered by the Borrower on the Agreement Date, and with respect to each quarter ending thereafter, in the Borrower's business plan provided to the Credit Parties pursuant to Section 7.4(d) hereof, and shall be certified by a Financial Officer of the chief financial officer of AT Inc. Borrower, to have been prepared be, in accordance with GAAP his or her opinion, complete and correct in all material respects and to present fairly in all material respects respects, in accordance with GAAP (subject only to normal year-end adjustments and the absence of footnotes), the financial position of (v) Holdco, on a consolidated basis with its Subsidiaries, (w) the Borrowers Borrower, on a consolidated basis with its Subsidiaries, (x) the Borrower, on a consolidated basis with the Restricted Subsidiaries, (y) the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries on a consolidated basis, and (z) each Designated Subsidiary (other than the Restricted Subsidiaries, the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries) on a consolidated basis with its Designated Subsidiaries, as applicable, as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustments. If the aggregate operating revenue of the Unrestricted Subsidiaries at the end of a fiscal quarter is equal to or greater than twenty percent (20%) of the aggregate operating revenue of the Borrowers and their Restricted Subsidiaries at the end of such quarter, the Borrowers shall provide, in addition to the foregoing financial statements and information, the balance sheet of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such quarter and as of the end of the preceding fiscal year, and the related statement of operations and the related statement of cash flows of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which shall set forth in comparative form such figures as at the end of and for such quarter and appropriate prior period and shall be certified by the chief financial officer of AT Inc. to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustments.”

Quarterly Financial Statements and Information. Within forty-five (45) days after the last day of each of the first three (3) quarters quarters, and within one-hundred five (105) days after the last day of the fourth quarter, of each fiscal year of the BorrowersBorrower, the unaudited balance sheet sheets of the Borrowers Holdco, on a consolidated basis with Intermediate Holdco, the Borrower and the Restricted Subsidiaries Subsidiaries, as at the end of such quarter and as of the end of the preceding fiscal year, and the related statement statements of operations and the related statement statements of cash flows of the Borrowers Holdco, on a consolidated basis with Intermediate Holdco, the Borrower and the Restricted Subsidiaries Subsidiaries, and the related revenue and EBITDA on a consolidating (by publication or group) basis, for such quarter and for the elapsed portion of the year ended with the last day of such quarter, which shall set forth in comparative form such figures (x) as at the end of and for such quarter, (y) as against the corresponding quarter during the preceding fiscal year and appropriate prior period and (z) as against the figures set forth in the Borrower’s business plan provided to the Credit Parties pursuant to Section 6.5(c) hereof. The foregoing financial statements shall be certified by the chief financial officer of AT Inc. a Principal Officer to have been prepared be, in accordance with GAAP his or her opinion, complete and correct in all material respects and to present fairly in all material respects respects, in accordance with GAAP, the financial position of the Borrowers Holdco, on a consolidated basis with Intermediate Holdco, the Borrower and the Restricted Subsidiaries Subsidiaries, and as applicable, on a consolidating (by publication or group) basis, as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end adjustments and audit adjustmentsthe absence of footnotes. If Notwithstanding anything to the aggregate operating revenue contrary contained in the foregoing, the Borrower will furnish draft quarterly financial statements with respect to the fourth fiscal quarter during each fiscal year of the Unrestricted Subsidiaries at the end of a fiscal quarter is equal to or greater than twenty percent Borrower, within sixty (20%60) of the aggregate operating revenue of the Borrowers and their Restricted Subsidiaries at the end of such quarter, the Borrowers shall provide, in addition to the foregoing financial statements and information, the balance sheet of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such quarter and as of the end of the preceding fiscal year, and the related statement of operations and the related statement of cash flows of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries for such quarter and for the elapsed portion of the year ended with days after the last day of such quarter, which shall set forth in comparative form such figures as at the end of and for such quarter and appropriate prior period and shall be certified by the chief financial officer of AT Inc. to have been prepared in accordance with GAAP and to present fairly in all material respects the financial position of the Borrowers on a consolidating basis with the Unrestricted Subsidiaries as at the end of such period and the results of operations for such period, and for the elapsed portion of the year ended with the last day of such period, subject only to normal year-end and audit adjustments.”